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.
Fourth 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, the Second Amendment, Consent and Limited Waiver to Term Loan Credit Agreement, dated as of November 1, 2022, and the Third Amendment, Consent and Limited Waiver to Term Loan Credit Agreement, dated as of December 30, 2022, the “Term Loan Agreement”). On February 1, 2023, the parties to the Term Loan Agreement entered into the Fourth Amendment to Term Loan Credit Agreement (the “Fourth Term Loan Amendment” and the Term Loan Agreement, as amended by the Fourth Term Loan Amendment, the “Amended Term Loan Agreement”). Capitalized terms used and not otherwise defined in this summary of the Fourth Term Loan Amendment have the meanings provided in the Amended Term Loan Agreement.
Pursuant to the Fourth 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 Additional Term B Loans on the Fourth Amendment Effective Date in an aggregate principal amount equal to $170 million, and (ii) certain other amendments to the Term Loan Agreement provided for therein.
On February 1, 2023, certain of the existing and certain new term lenders under the Amended Term Loan Agreement funded ProFrac II LLC’s request for $170 million of Additional Term B Loans (the “Additional Term B Loan Draw”). After giving effect to the Additional Term B Loan Draw, there was approximately $839 million outstanding under the Amended Term Loan Agreement, and no additional amount of Additional Term B Loans were available thereunder.
The foregoing description of the Fourth Term Loan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth 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.
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 Fourth Term Loan Amendment and the Additional Term B Loan Draw is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Fourth Amendment to Term Loan Credit Agreement, dated as of February 1, 2023, by and among ProFrac Holdings II, LLC, ProFrac Holdings, LLC, the guarantors party thereto, the lenders party thereto, and Piper Sandler Finance LLC, as the agent and collateral agent for the lenders. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: February 2, 2023