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 LLCs 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). |