UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Indenture and New Notes
On June 12, 2024, ProFrac Holdings II, LLC, a Texas limited liability company (“ProFrac Holdings II”) and an indirect wholly-owned subsidiary of ProFrac Holding Corp. (the “Company” or “ProFrac”), issued $120 million aggregate principal amount of its Senior Secured Floating Rate Notes due 2029 (the “New Notes”) to Beal Bank and Beal Bank USA in connection with the acquisition of four fleets from a private seller for cash. The New Notes were issued as additional notes pursuant to the first supplemental indenture, dated as of June 12, 2024 (the “First Supplemental Indenture”) to the indenture, dated as of December 27, 2023 (the “Original Indenture”), by and among ProFrac Holdings II, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, calculation agent and collateral agent. Also on June 12, 2024, the subsidiary holding the acquired assets entered into the Second Supplemental Indenture to guarantee ProFrac Holding II’s obligations under the Original Indenture and pledge its assets (the “Second Supplemental Indenture,” and, collectively with the Original Indenture and the First Supplemental Indenture, the “Indenture”).
The New Notes and the notes previously issued under the Indenture (the “Existing Notes,” together with the New Notes, the “Notes”) will be treated as a single series of securities under the Indenture and the New Notes will have substantially identical terms, other than the issue date, issue price and first payment date, as the Existing Notes and be secured by a security interest in the same collateral.
ProFrac Holdings II will prepay $12.308 million aggregate principal amount of the Notes (or such lesser principal amount as shall then be outstanding) on each of June 30, 2024, September 30, 2024 and December 31, 2024, and $18.462 million aggregate principal amount of the Notes (or such lesser principal amount as shall then be outstanding) at the end of each calendar quarter thereafter, in each case, subject to adjustment for redemptions and prepayments.
The foregoing description of the Indenture is not complete and is qualified in its entirety by reference to the full text of the Original Indenture, which such Original Indenture has been previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed by ProFrac on December 28, 2023 and is incorporated herein by reference, the First Supplemental Indenture, a copy of which is filed as Exhibit 4.3 hereto and is incorporated herein by reference, and the Second Supplemental Indenture, a copy of which is filed as Exhibit 4.4 hereto and is incorporated herein by reference.
Eighth Amendment to the Credit Agreement
On June 10, 2024, ProFrac Holdings II, ProFrac Holdings, LLC, a Texas limited liability company (“Parent”) and the other guarantors party thereto entered into the Eighth Amendment to Credit Agreement (the “Amendment”) with JPMorgan Chase Bank, N.A., as agent and collateral agent, and the lenders party thereto. The Amendment amends the Credit Agreement, dated as of March 4, 2022 (as amended, supplemented or otherwise modified, including by the Amendment, the “Credit Agreement”), by and among ProFrac Holdings II, as borrower, Parent, as a guarantor, the other guarantors party thereto, the lenders and letter of credit issuers party thereto, and JPMorgan Chase Bank, N.A., as agent, collateral agent and swingline lender, to, among other things, permit the consummation of the acquisition, permit ProFrac Holdings II to incur the New Notes in accordance with the terms of the Credit Agreement and the Initial Intercreditor Agreement (as defined in the Credit Agreement) and, together with the related supplements to the Loan Documents (as defined in the Credit Agreement), cause the subsidiary holding the acquired assets to become a guarantor under the Credit Agreement and to pledge substantially all of its assets subject to the Initial Intercreditor Agreement.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto 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 is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROFRAC HOLDING CORP. | ||||||
| Dated: June 14, 2024 | By: | /s/ Steven Scrogham | ||||
| Steven Scrogham | ||||||
| Chief Legal Officer, Chief Compliance Officer and Corporate Secretary | ||||||