Quarterly report [Sections 13 or 15(d)]

Debt

v3.25.2
Debt
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Debt

4. DEBT

Debt is comprised of the following:

 

 

June 30,
2025

 

 

December 31,
2024

 

ProFrac Holding Corp.:

 

 

 

 

 

 

2029 Senior Notes

 

$

568.5

 

 

$

584.2

 

2022 ABL Credit Facility

 

 

163.7

 

 

 

139.8

 

Equify Notes (1)

 

 

11.2

 

 

 

13.3

 

Finance lease obligations

 

 

5.2

 

 

 

6.3

 

Other

 

 

1.2

 

 

 

8.0

 

ProFrac Holding Corp. principal amount

 

 

749.8

 

 

 

751.6

 

Less: unamortized debt discounts, premiums, and issuance costs

 

 

(13.5

)

 

 

(15.0

)

Less: current portion of long-term debt

 

 

(82.2

)

 

 

(87.5

)

ProFrac Holding Corp. long-term debt, net

 

 

654.1

 

 

 

649.1

 

 

 

 

 

 

 

 

Alpine Subsidiary:

 

 

 

 

 

 

Alpine 2023 Term Loan

 

 

330.0

 

 

 

350.0

 

Other

 

 

1.0

 

 

 

0.8

 

Finance lease obligations

 

 

4.2

 

 

 

7.2

 

Alpine principal amount

 

 

335.2

 

 

 

358.0

 

Less: unamortized debt discounts, premiums, and issuance costs

 

 

(11.9

)

 

 

(14.5

)

Less: current portion of long-term debt

 

 

(44.4

)

 

 

(65.5

)

Alpine long-term debt, net

 

 

278.9

 

 

 

278.0

 

 

 

 

 

 

 

 

Flotek Subsidiary:

 

 

 

 

 

 

Flotek ABL credit facility

 

 

5.1

 

 

 

4.7

 

Finance lease obligations

 

 

0.4

 

 

 

 

Flotek other

 

 

—

 

 

 

0.1

 

Flotek principal amount

 

 

5.5

 

 

 

4.8

 

Less: current portion of long-term debt

 

 

(5.2

)

 

 

(4.8

)

Flotek long-term debt, net

 

 

0.3

 

 

 

—

 

 

 

 

 

 

 

 

Other Subsidiaries:

 

 

 

 

 

 

Revolving credit facility

 

 

3.6

 

 

 

5.4

 

Finance lease obligations

 

 

6.2

 

 

 

6.4

 

Other

 

 

9.7

 

 

 

12.7

 

Other subsidiaries principal amount

 

 

19.5

 

 

 

24.5

 

Less: unamortized debt discounts, premiums, and issuance costs

 

 

(0.4

)

 

 

(0.4

)

Less: current portion of long-term debt

 

 

(4.2

)

 

 

(6.8

)

Other subsidiaries long-term debt, net

 

 

14.9

 

 

 

17.3

 

 

 

 

 

 

 

 

Consolidated:

 

 

 

 

 

 

Total principal amount

 

 

1,110.0

 

 

 

1,138.9

 

Less: unamortized debt discounts, premiums, and issuance costs

 

 

(25.8

)

 

 

(29.9

)

Less: current portion of long-term debt

 

 

(136.0

)

 

 

(164.6

)

Total long-term debt, net

 

$

948.2

 

 

$

944.4

 
(1)
Related party debt agreements.

Senior Secured Notes Due 2029

On June 30, 2025, ProFrac Holdings II, LLC, a Texas limited liability company and an indirect wholly-owned subsidiary of ProFrac Holding Corp., entered into a purchase agreement with Beal Bank USA and Wilks Brothers, LLC, which is a Wilks Party, pursuant to which ProFrac Holdings II, LLC has agreed to issue and sell $60.0 million aggregate principal amount of its Senior Secured Floating Rate Notes due 2029 in a private placement. An aggregate of $20.0 million of new notes was purchased by Wilks Brothers, LLC on June 30, 2025. ProFrac Holdings II, LLC has obtained two commitments to purchase an additional $40.0 million aggregate principal amount of new notes, at the Company's option, in the second half of 2025. The first commitment is for $20.0 million aggregate principal amount of new notes to be purchased by Wilks Brothers, LLC and Beal Bank, USA on September 30, 2025, and the second commitment is for $20.0 million aggregate principal amount of new notes to be purchased by Beal Bank, USA on December 15, 2025. ProFrac Holdings II, LLC has the option to defer the September 30, 2025 issuance to December 15, 2025 or to cancel such additional issuances. Such additional issuances are subject to certain customary closing conditions.

These new notes were, and will be, issued as additional notes pursuant to the original indenture, dated as of December 27, 2023, as supplemented. These new notes and the notes previously issued under the indenture 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. The net proceeds from the issuance of the new notes will be used to fund capital expenditures with any remaining proceeds used for general corporate purposes.

Alpine 2023 Term Loan

On June 26, 2025, we amended the Alpine 2023 Term Loan. Under the terms of the amendment, the amortization payments required to be made on June 30, 2025, September 30, 2025 and December 31, 2025 were reduced from $15.0 million to $5.0 million and we will pay an exit fee of $3.4 million when the term loan is repaid. Additionally, the Alpine 2023 Term Loan contained a covenant commencing with the fiscal quarter ending March 31, 2026, requiring Alpine not to exceed a maximum Total Net Leverage Ratio (as defined in the Alpine Term Loan Credit Agreement) of 2.00 to 1.00. This ratio is generally the consolidated total debt of Alpine divided by an adjusted EBITDA calculation. This covenant was amended to commence testing compliance with the Total Net Leverage Ratio with the fiscal quarter ending on March 31, 2027.

2022 ABL Credit Facility

As of June 30, 2025, the maximum availability under the ABL Credit Facility was limited to our eligible borrowing base of $264.0 million with $163.7 million of borrowings outstanding and $13.0 million of letters of credit outstanding, resulting in approximately $87.3 million of remaining availability.

Debt Compliance

Both the 2029 Senior Notes and the ABL Credit Facility contain certain customary representations and warranties and affirmative and negative covenants. As of June 30, 2025, we were in compliance with these covenants and expect to be compliant for at least the next twelve months.

The Alpine 2023 Term Loan contains a covenant commencing with the fiscal quarter ending March 31, 2027, requiring Alpine not to exceed a maximum Total Net Leverage Ratio (as defined in the Alpine Term Loan Credit Agreement) of 2.00 to 1.00. This ratio is generally the consolidated total debt of Alpine divided by Alpine's adjusted EBITDA. Alpine is closely monitoring its forthcoming compliance obligations with this covenant. While there can be no assurance, Alpine believes that it will be able to meet, modify, or further defer this debt covenant.

Restricted Assets

Our Alpine 2023 Term Loan requires us to segregate collateral associated with Alpine and limits our ability to use Alpine's cash or assets to satisfy our obligations or the obligations of our other subsidiaries. We also have limited ability to provide Alpine with liquidity to satisfy its obligations. See “Note 12. Business Segments” for certain financial information for Alpine, which comprises our Proppant Production segment.