HI-CRUSH INC. Item 1.01 Entry into Material Definitive Agreement.
Exit Facility Credit Agreement
On the Effective Date, the Company entered into a new revolving credit agreement
with
Borrowings and letters of credit under the Revolving Credit Facility will be limited by borrowing base calculations set forth therein. Borrowings will bear interest at a floating rate, which can be either an adjusted Eurodollar rate plus an applicable margin or, at our option, a base rate plus an applicable margin.
Our Revolving Credit Facility will contain customary covenants, including, but not limited to, restrictions on our ability and that of our subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, or enter into transactions with affiliates.
The Revolving Credit Facility will provide that, upon the occurrence of certain events of default, our obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders thereunder, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy proceedings, material money judgments, certain change of control events and other customary events of default.
The foregoing description of the Revolving Credit Facility is qualified in its entirety by the full text of the document, which is attached as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Convertible Notes Indenture
The Company entered into an indenture, dated as of the Effective Date (the "Indenture"), among the Company, the subsidiary guarantors party thereto and . . .
Item 1.02 Termination of Material Definitive Agreement.
Equity Interests
On the Effective Date, by operation of the Plan, all agreements, instruments, and other documents evidencing, relating to or connected with any equity interests of the Company, issued and outstanding immediately prior to the Effective Date, and any rights of any holder in respect thereof, were deemed cancelled, discharged and of no force or effect.
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DIP Credit Facilities
On the Effective Date, by operation of the Plan, the (i) Senior Secured
Debtor-in-Possession Credit Agreement among the Company,
Senior Notes
On the Effective Date, by operation of the Plan, all outstanding obligations
under the 9.500% Senior Notes due 2026 (the "Prepetition Notes"), issued under
that certain Indenture, dated as of
Item 2.01 Termination of Existing Equity Interests.
The description of the Equity Interests set forth in Item 1.02 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01.
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 above relating to the Exit Facility Credit Agreements and the Indenture is incorporated herein by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
On the Effective Date, all existing shares of the Company's common stock were cancelled pursuant to the Plan, and the Company issued 9,382,378 shares of New Common Stock pro rata to the holders of allowed claims arising under the Prepetition Notes (subject to dilution on account of the New Common Stock to be issued upon conversion of the Convertible Notes and the New Common Stock to be issued to management of the Debtors under a management equity incentive plan (a "MIP")). Additionally, the Company is authorized to issue up to an additional 4,262,836 shares of New Common Stock to holders of general unsecured clams (subject to dilution on account of the New Common Stock to be issued upon conversion of the Convertible Notes and the New Common Stock to be issued to management of the Debtors under a MIP) pursuant to, and in accordance with, the terms and conditions of the Plan as such holders' general unsecured claims become allowed under the Plan.
On the Effective Date, the Company completed a rights offering (the "Rights
Offering") which generated approximately
New Common Stock issued (a) on the Effective Date to holders of allowed claims arising under the Prepetition Notes, and (b) to holders of allowed general unsecured claims pursuant to the terms and conditions of the Plan, in each case, were exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 1145 of the Bankruptcy Code (which generally exempts from such registration requirements the issuance of securities under a plan of reorganization). The Convertible Notes issued on the Effective Date (including, for the avoidance of doubt, the Put Option Notes (as defined in the Plan)) and New Common Stock issuable upon the conversion of the Convertible Notes were exempt from registration under the Securities Act, pursuant to Section 4(a)(2) of the Securities Act.
The information set forth in Item 1.01 of this Current Report on From 8-K under the heading "Convertible Notes Indenture" is incorporated by reference into this Item 3.02.
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under the Introductory Note and Items 1.01, 1.02, 3.02, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.
Item 5.01 Changes in Control of the Registrant.
As previously disclosed, on the Effective Date, all previously issued and outstanding equity interests in the Company were cancelled. The Company issued Convertible Notes to Rights Offering Participants and New Common Stock to holders of allowed general unsecured claims and allowed claims arising under the Prepetition Notes (in each case subject to dilution on account of the New Common Stock issued upon conversion of the Convertible Notes and the New Common Stock issued to management of the Debtors under a MIP) pursuant to the Plan. For further information, see items 1.01, 1.02, 3.02 and 3.03 of this Current Report on Form 8-K, which are incorporated herein by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Departure and Appointment of Directors
Pursuant to the Plan, as of the Effective Date, the following directors ceased
to serve on the Company's board of directors:
Pursuant to the Plan and the Stockholders Agreement, the Company's new board of
directors shall consist of five members, including
•Colin Leonard •Brad Kottman •Jacob Mercer •Marcus Rowland
Other than as set forth in the Plan, there are no arrangements or understandings between any of the listed directors and any other persons pursuant to which such director was selected as a director and there are no transactions in which any of the listed directors has an interest in which requires disclosure under Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On the Effective Date, pursuant to the terms of the Plan, the Company filed the
Amended and Restated Certificate of Incorporation of
The descriptions of the Certificate of Incorporation and the Bylaws are qualified in their entirety by reference to the full texts of the Certificate of Incorporation and the Bylaws, which are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On
The information contained in this Item 7.01, including in Exhibit 99.2, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's
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filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Exhibit Description 2.1 Joint Plan of Reorganization forHi-Crush Inc. and its Affiliate Debtors Under Chapter 11 of the Bankruptcy Code (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed onSeptember 29, 2020 ) 3.1 Amended and Restated Certificate of Incorporation ofHi-Crush Inc. 3.2 Amended and Restated Bylaws ofHi-Crush Inc. 4.1 Indenture, datedOctober 9, 2020 , by and amongHi-Crush Inc. , as issuer, the guarantors thereto andWilmington Savings Fund Society , FSB, as trustee and collateral agent. 4.2 Form of Note (included in Exhibit 4.1) 10.1 Credit Agreement, dated as ofOctober 9, 2020 , amongHi-Crush Inc. , as borrower,JPMorgan Chase Bank, N.A ., as administrative agent and an issuing lender,Zions Bancorporatin, N.A. DBA Amegy Bank , as an issuing lender, and the lenders named therein 10.2 Intercreditor Agreement, dated as ofOctober 9, 2020 , by and amongJPMorgan Chase Bank, N.A .,Wilmington Savings Fund Society , FSB and the credit parties named therein 10.3 Stockholders Agreement, dated as ofOctober 9, 2020 , amongHi-Crush Inc. , consenting noteholders named therein, the holders of the new secured convertible notes and all other stockholders party there from time to time. 99.1 Notice of Effective Date 99.2 Press Release, datedOctober 9, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 7
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