UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Third Amendment to the Term Loan Credit Facility
Reference is made to that certain Term Loan Credit Agreement, dated as of March 4, 2022, by and among ProFrac Holdings II, LLC, as borrower (“ProFrac II LLC”), ProFrac Holdings, LLC, as a guarantor (“ProFrac Holdings”), the lenders and other guarantors party thereto, and Piper Sandler Finance LLC, as the agent and collateral agent for the lenders (as amended by the First Amendment to Term Loan Credit Agreement, dated as of July 25, 2022, and the Second Amendment, Consent and Limited Waiver to Term Loan Credit Agreement, dated as of November 1, 2022, the “Term Loan Agreement”). On December 30, 2022, the parties to the Term Loan Agreement entered into the Third Amendment, Consent and Limited Waiver to Term Loan Credit Agreement (the “Third Term Loan Amendment” and the Term Loan Agreement, as amended by the Third Term Loan Amendment, the “Amended Term Loan Agreement”). Capitalized terms used and not otherwise defined in this summary of the Third Term Loan Amendment have the meanings provided in the Amended Term Loan Agreement.
Pursuant to the Third Term Loan Amendment, the Required Lenders consented, in each case, subject to the terms and conditions set forth therein, to: (i) allow ProFrac II LLC to request Delayed Draw Term B Loans in an aggregate principal amount of up to $150.0 million, (ii) the consummation of the previously disclosed acquisition of each of Producers Service Holdings LLC (“Producers”) and REV Energy Holdings, LLC (“REV”) by ProFrac II LLC, (iii) the incurrence of the REV Energy Acquisition Seller Debt and the liens securing the same, and (iv) certain other amendments to the Term Loan Agreement provided for therein.
On January 4, 2023, certain of the existing and certain new term lenders under the Amended Term Loan Agreement funded ProFrac II LLC’s request for $80.0 million of Delayed Draw Term B Loans (the “Term B Loan Delayed Draw”). After giving effect to the Term B Loan Delayed Draw, there was approximately $599.2 million outstanding under the Amended Term Loan Agreement. Under the Amended Term Loan Agreement, subject to the terms and conditions set forth therein and after giving effect to the Term B Loan Delayed Draw, ProFrac II LLC may, prior to December 31, 2023, request up to an additional $70.0 million of Delayed Draw Term B Loans. As of the date of this report, there are no commitments by any lenders to provide any such additional Delayed Draw Term B Loans.
The foregoing description of the Third Term Loan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Term Loan Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Third Amendment to the ABL Credit Facility
Reference is made to that certain asset-based revolving Credit Agreement, dated as of March 4, 2022, by and among ProFrac II LLC, as borrower, ProFrac Holdings, as a guarantor, the lenders, letter of credit issuers, and other guarantors party thereto, and JPMorgan Chase Bank, N.A., as the agent, the collateral agent and the swingline lender (as amended by the First Amendment to Credit Agreement, dated as of July 25, 2022, and the Second Amendment to Credit Agreement, dated as of November 1, 2022, the “ABL Credit Facility”). On December 30, 2022, the parties to the ABL Credit Facility entered into the Third Amendment to the ABL Credit Facility (the “Third ABL Amendment” and the ABL Credit Facility, as amended by the Third ABL Amendment, the “Amended Credit Facility”). Capitalized terms used and not otherwise defined in this summary of the Third ABL Amendment have the meanings provided in the Amended Credit Facility.
Pursuant to the Third ABL Amendment, the Agent and the Lenders consented, in each case, subject to the terms and conditions set forth therein, to: (i) the consummation of the acquisition of each of Producers and REV by ProFrac II LLC, (ii) the incurrence of the REV Energy Seller Financing Debt and the liens securing the same, and (iii) certain other amendments to the ABL Credit Facility provided for therein.
The foregoing description of the Third ABL Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third ABL Amendment, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 to this Current Report on Form 8-K regarding the Third Term Loan Amendment and the Term B Loan Delayed Draw is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROFRAC HOLDING CORP. | ||
| By: | /s/ Lance Turner | |
| Name: | Lance Turner | |
| Title: | Chief Financial Officer | |
Date: January 6, 2023