Current Report Filing (8-k)
June 29 2021 - 06:01AM
Edgar (US Regulatory)
FALSE000152962800015296282021-06-282021-06-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM 8-K
________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28,
2021
SMART SAND, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-37936 |
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45-2809926 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
1725 Hughes Landing Blvd, Suite 800
The Woodlands, Texas 77380
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area
code: (281)
231-2660
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☒
Item 1.01 Entry into a Material Definitive
Agreement.
On June 28, 2021, Smart Sand, Inc. (the “Company”) entered into a
Settlement Agreement and Release (“Settlement Agreement”) with U.S.
Well Services, LLC (“USW”), a subsidiary of U.S. Well Services,
Inc. (“USWS”), in connection with the approximate $50.9 million
judgment issued on June 17, 2021 (the “Judgment”), by the Superior
Court of the State of Delaware in favor of the Company in its
breach of contract case against USW. Pursuant to the Settlement
Agreement, USW shall pay to the Company a $35.0 million cash
payment, and USW and the Company have each agreed to withdraw
appeals of certain rulings that they each filed after the Judgment
was issued. In connection with the Settlement Agreement, the
Company and USWS also entered into a two year Right of First
Refusal Agreement covering all purchases of Northern White frac
sand by USWS and its affiliates in the continental United States
from January 1, 2022 through December 31, 2023.
The Company is evaluating the impact of this settlement on its
financial statements, but anticipates that it will have an
approximate $19.5 million write-off to its accounts receivable,
which reflects the difference between (i) the revenues recognized
in connection with the Company’s product purchase agreement and
railcar usage agreement with USW between the third quarter of 2018
and the expiration of such agreements in the second quarter of
2020, and (ii) the amount received by the Company pursuant to the
Settlement Agreement.
The foregoing description of the Settlement Agreement is not
complete and is qualified in its entirety by reference to the full
text of the Settlement Agreement, which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated into this Item
1.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
10.1 |
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104 |
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Cover Page Interactive Data File |
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.
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SMART SAND, INC. |
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Dated: |
June 28, 2021 |
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By: |
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/s/ Lee E. Beckelman |
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Lee E. Beckelman |
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Chief Financial Officer |
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