PROFRAC HOLDING CORP. Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in the Introductory Note is incorporated herein by reference.
Second Amendment to the Term Loan Credit Facility
As previously disclosed,
Pursuant to the Amended Term Loan Agreement, the Agent and the Required Lenders
have agreed to: (A) consent to (i) the Amended Credit Facility (as defined
below); (ii) certain existing debt of
The foregoing description of the Amended Term Loan Agreement and related matters does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Term Loan Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Second Amendment to the ABL Credit Facility
As previously disclosed,
Pursuant to the Amended Credit Facility, the Agent and the Lenders have agreed
to: (A) consent to
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from (i)
Under the Amended Credit Facility, (i) the aggregate Maximum Revolver Amount (as
defined in the Amended Credit Facility) was increased from
In connection with the Merger, the ABL Borrower borrowed approximately
The foregoing description of the Amended Term Loan Agreement and related matters does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Credit Facility, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K. . . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note is incorporated herein by reference.
Conversion of
• At the effective time of the Merger (the "Effective Time"), each share
of Class A Common Stock of USWS, par value $0.0001 per share (the
"USWS Common Stock") was converted automatically into the right to
receive 0.3366 (the "Exchange Ratio") shares of Class A common stock
of ProFrac , par value $0.01 per share (the "PFHC Common Stock") (the
"Merger Consideration"), as adjusted from the agreed upon Merger
Agreement ratio of 0.0561 to account for the 1-for-6 reverse stock
split implemented by USWS on August 4, 2022 .
• Immediately prior to the Effective Time:
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• each holder of Series A Redeemable Convertible Preferred Stock of
USWS, par value $0.0001 per share, (the "USWS Series A Preferred
Stock") had the option of converting such stock into shares of
USWS Common Stock at the Merger Conversion Ratio (as defined in
the Merger Agreement), and any shares of USWS Series A Preferred
Stock not so converted at the Merger Conversion Ratio were
automatically converted into shares of USWS Common Stock at the
then-effective conversion rate as calculated pursuant to USWS'
Certificate of Designations (as defined in the Merger Agreement);
and
• each Equity Linked Convertible Note (as defined in the Merger
Agreement) issued and outstanding at such time was automatically
converted into a number of shares of USWS Common Stock equal to
the quotient obtained by dividing (i) the amount of outstanding
aggregate principal amount, plus accrued and unpaid interest,
owing under such Equity Linked Convertible Note through July 9,
2022 , by (ii) $7.32 .
• At the Effective Time, each February Term C Loan Warrant and March
Term C Loan Warrant (as such terms are defined in the Merger
Agreement) that was issued and outstanding immediately prior to the
Effective Time (which was held by ProFrac pursuant to the Warrant
Sale, as such term is defined and described below) was automatically
canceled and ceased to exist and no consideration was delivered in
exchange therefor.
• The obligations of USWS under the Rollover Warrants were assumed by
ProFrac and the Rollover Warrants now represent the right to receive
upon valid exercise thereof shares of PFHC Common Stock equal to the
product of (A) the number of shares of USWS Common Stock subject to
such Rollover Warrant immediately prior to the Effective Time and
(B) the Exchange Ratio, as further described under Item 1.01, above.
Conversion of USWS Stock-Based Awards
• At the Effective Time, each share of USWS Common Stock that was
subject to vesting, repurchase, or other lapse of restrictions that
was outstanding and unvested under USWS' Amended and Restated 2018
Stock Incentive Plan (the "Company LTIP") immediately prior to the
Effective Time was, by virtue of the Merger and without any action on
the part of the holder thereof, canceled in exchange for the right to
receive the Merger Consideration and, in lieu of any fractional
shares, cash.
• Immediately prior to the Effective Time, each then-outstanding
deferred stock unit or restricted stock unit, in each case
representing a right to receive one share of USWS Common Stock granted
under the Company LTIP (each, a "DSU"), was, by virtue of the Merger
and without any action on the part of the holder thereof, canceled and
converted into the right to receive the Merger Consideration and, in
lieu of any fractional shares, cash.
• Immediately prior to the Effective Time, by virtue of the Merger and
without any action on the part of the holder thereof, (i) each
then-outstanding Pool A Performance Award (as defined in the Merger
Agreement) was canceled and converted into the right to receive
(A) for recipients of Pool A Performance Awards who consented to the
terms of that certain Amendment to Performance Awards included as an
exhibit to the Merger Agreement (the "Award Amendment"), the Merger
Consideration in an amount equal to the accumulated award value as of
July 19, 2022 divided by $7.32 , and (B) with respect to each Pool A
Performance Award not amended by an Award Amendment, the Merger
Consideration in an amount equal to the accumulated award value as of
the Effective Time divided by $7.32 ; and (ii) each then-outstanding
Pool B Performance Award (as defined in the Merger Agreement) was
canceled and converted into the right to receive (A) with respect to
each Pool B Performance Award amended by an Award Amendment, the
Merger Consideration in an amount equal to the accumulated award value
as of July 19, 2022 divided by $6.468 , and (B) with respect to each
Pool B Performance Award not amended by an Award Amendment, the Merger
. . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the press release attached hereto as Exhibit 99.1, shall not be deemed "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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary notes in the press release regarding these forward-looking statements.
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Item 9.01 Financial Statements and Exhibits.
Financial Statement of Businesses Acquired and Pro Forma Financial Information
The financial statements required by Item 9.01(a) of Form 8-K, and the unaudited pro forma condensed combined financial statements and notes related thereto required by Item 9.01(b) of Form 8-K, are not included in this Current Report on Form 8-K. The financial statements and pro forma condensed combined financial statements will be filed by an amendment to this Current Report on Form 8-K within the time period specified in the instructions to Item 9.01 of Form 8-K.
(d) Exhibits. Exhibit No. Description 2.1† Agreement and Plan of Merger, dated as ofJune 21, 2022 , by and among U.S. Well Services, Inc.,ProFrac Holding Corp. andThunderclap Merger Sub I, Inc. (incorporated by reference to Exhibit 2.1 toProFrac Holding Corp.'s Current Report on Form 8-K filed with theSEC onJune 24, 2022 ). 10.1*^ Second Amendment to Term Loan Credit Agreement, dated as ofNovember 1, 2022 , by and amongProFrac Holdings II, LLC ,ProFrac Holdings, LLC , the guarantors party thereto, the lenders party thereto, andPiper Sandler Finance LLC , as the agent and collateral agent for the lenders. 10.2*^ Second Amendment to Credit Agreement, dated as ofNovember 1, 2022 , by and amongProFrac Holdings II, LLC ,ProFrac Holdings, LLC , the guarantors party thereto, the lenders party thereto, andJPMorgan Chase Bank, N.A ., as the agent and collateral agent for the lenders. 10.3* Amended and Restated Series A Warrant Agreement, datedNovember 1, 2022 , betweenProFrac Holding Corp. andContinental Stock Transfer & Trust Company . 10.4* Amended and Restated SPAC Warrant Agreement, datedNovember 1, 2022 , betweenProFrac Holding Corp. andContinental Stock Transfer & Trust Company . 10.5* Amended and Restated Placement Agent Warrants ofProFrac Holding Corp. 10.6* Amended and Restated RDO Warrants ofProFrac Holding Corp. 10.7* Amendment No. 1 to Amended and Restated Series A Warrant Agreement, datedNovember 1, 2022 , betweenProFrac Holding Corp. ,Continental Stock Transfer & Trust Company andAmerican Stock Transfer & Trust Company, LLC . 10.8* Amendment No. 1 to Amended and Restated SPAC Warrant Agreement, datedNovember 1, 2022 , betweenProFrac Holding Corp. ,Continental Stock Transfer & Trust Company andAmerican Stock Transfer & Trust Company, LLC . 99.1** Press Release datedNovember 1, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Furnished herewith.
† The schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
The Company agrees to furnish supplementally a copy of such schedules, or any
section thereof, to the SEC upon request.
^ Certain portions of this exhibit have been redacted pursuant to Item
601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish
supplementally an unredacted copy of the exhibit to the Securities and
Exchange Commission upon its request.
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