Item 1.01 Entry into Material Definitive Agreement.
As previously disclosed, on
Backstop Purchase Agreement
On
Pursuant to the terms of the Debtors' prearranged plan of reorganization (the
"Plan") in the Chapter 11 Cases, and subject to approval by the
Subject to the terms and conditions contained in the Backstop Agreement, the
Backstop Parties committed to purchase, severally and not jointly, the New
Senior Convertible Notes that are not duly subscribed for pursuant to the Rights
Offering at a price equal to
The transactions contemplated by the Backstop Agreement are conditioned upon the
satisfaction or waiver of customary conditions for transactions of this nature,
including, without limitation, that (i) the
The Backstop Agreement contains customary representations, warranties and
covenants by each of the Debtors and the Backstop Parties, including covenants
by the Debtors regarding the conduct of the businesses of the Debtors prior to
the consummation of the Rights Offering. The Backstop Agreement also contains
customary termination rights exercisable by the Debtors and/or certain of the
Backstop Parties upon the occurrence of certain events specified therein,
including, without limitation, (i) the consummation of an Alternative
Transaction (as defined in the Backstop Agreement) by the Debtors, (ii) a
material breach of any representation, warranty or covenant in the Backstop
Agreement by the Debtors or the Backstop Parties, as applicable, subject to
certain cure provisions, or (iii) the failure to consummate the transactions
contemplated by the Backstop Agreement by
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The foregoing description of the Backstop Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Backstop Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Exhibit Description 10.1* Backstop Purchase Agreement, datedAugust 17, 2020 , by and amongHi-Crush Inc. ,OnCore Processing LLC ,Hi-Crush Whitehall LLC ,Hi-Crush Augusta LLC ,PDQ Properties LLC ,Hi-Crush Wyeville Operating LLC ,D & I Silica, LLC ,Hi-Crush Blair LLC ,Hi-Crush LMS LLC ,Hi-Crush Investments Inc. ,Hi-Crush Permian Sand LLC ,Hi-Crush Proppants LLC ,Hi-Crush PODS LLC ,Hi-Crush Canada Inc. ,Hi-Crush Holdings LLC ,Hi-Crush Services LLC ,BulkTracer Holdings LLC ,Pronghorn Logistics Holdings, LLC ,FB Industries USA Inc. ,PropDispatch LLC ,Pronghorn Logistics, LLC ,FB Logistics LLC and the backstop parties party thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* In accordance with Item 601(a)(5) of Regulation S-K, certain schedules or
similar attachments to this exhibit have been omitted from this filing.
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