Item 1.01
Entry into a Material Definitive Agreement
Sales Agreement
On May 26, 2017, Intrepid Potash, Inc. (the Company) entered into a
Controlled Equity Offering
SM
sales agreement (the Sales Agreement) with Cantor Fitzgerald & Co., as the sole agent (the Agent), which provides for the issuance and sale from time to time by the Company of shares of common stock, par value $0.001 per share, of the Company (the Common Stock), having an aggregate gross sales price of up to $40,000,000 (the Shares). The Shares have been registered under the Securities Act of 1933, as amended (the Securities Act), pursuant to the Companys Registration Statement on Form S-3 (File No. 333-209888), filed with the Securities and Exchange Commission (the Commission) on March 2, 2016, and a prospectus, which consists of a base prospectus, filed with the Commission on March 2, 2016, and a prospectus supplement, dated May 26, 2017 (collectively, the Prospectus). Sales of the Shares, if any, may be made by any method permitted by law deemed to be an at the market offering as defined in Rule 415(a)(4) of the Securities Act, including sales made directly on or through the New York Stock Exchange or any other existing trading market for the Shares, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, among other things, the repayment of indebtedness under its senior notes or revolving credit facility, acquisitions and funding capital expenditures.
The Sales Agreement contains customary representations, warranties and agreements by the Company, including obligations of the Company to indemnify the Agent for certain liabilities under the Securities Act.
Under the terms of the Sales Agreement,
the Company will pay the Agent a commission equal to 3.0% of the gross proceeds from sales of the Shares. In addition, the Company has agreed to pay certain expenses incurred by the Agent in connection with the offering. The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Relationships
As more fully described under the caption Plan of Distribution in the Prospectus, the Agent and certain of its affiliates have provided from time to time, and may provide in the future, investment and commercial banking and financial advisory services to the Company and its affiliates in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions.