Item 1.01 Entry into a Material Definitive Agreement.
Master Reorganization Agreement
Pursuant to a master reoganization agreement (the "Master Reorganization
Agreement") dated
• the Company amended and restated its Certificate of Incorporation and Bylaws, as described in further detail under Item 5.03 of this Current Report on Form 8-K; • the members ofProFrac LLC entered into the Third A&R LLC Agreement (as defined below); • in connection with the adoption of the Third A&R LLC Agreement, all of the membership interests inProFrac LLC held by the then-existing owners ofProFrac LLC (including the THRC FTSI Related Equity (as defined in the Prospectus)), were converted into a single class of common units inProFrac LLC ("ProFrac LLC Units", and any holder of ProFrac LLC Units other than the Company and its wholly-owned subsidiaries, the "ProFrac LLC Unit Holders"), and the Company was admitted as the sole managing member ofProFrac LLC ; • the 1,000 shares of common stock of the Company issued toProFrac LLC at the formation of the Company were redeemed and cancelled for nominal consideration; • the Company issued to (i) FW 10,447,288 shares of Class A Common Stock and 47,508,329 shares of Class B common stock, par value$0.01 per share ("Class B Common Stock"), (ii) THRC 10,447,288 shares of Class A Common Stock and 49,939,536 shares of Class B Common Stock, (iii)Matt Wilks 1,220,978 shares of Class B Common Stock, (iv)KWELL Holdings, LP , aTexas limited partnership, 1,220,978 shares of Class B Common Stock, (v)Coy Randle 1,215,603 shares of Class B Common Stock and (vi)Ronald Jordan 27,778 shares of Class B Common Stock. Each share of Class A Common Stock was exchanged for equity interests inFTS International, Inc. , aDelaware corporation. Each share of Class B Common Stock was exchanged for a cash payment equal to the par value of such shares; and • immediately after the closing of the Offering, a portion of the net proceeds from the Offering was used to purchase the THRC FTSI Related Equity fromTHRC Holdings , and the remainder was contributed by the Company toProFrac LLC in exchange for a number of ProFrac LLC Units such that the Company will directly and indirectly hold a total number of ProFrac LLC Units equal to the number of shares of the Company's Class A Common Stock outstanding following the Offering.
The foregoing description is qualified in its entirety by reference to the full text of the Master Reorganization Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Underwriting Agreement
On
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 hereto under "Master Reorganization Agreement" is incorporated by reference into this Item 3.02.
In addition, in connection with the closing of the Offering, the Company issued
an aggregate of 2,114,273 shares of Class A Common Stock to the sellers from
whom
The foregoing transactions were undertaken in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 hereto is incorporated by reference into this Item 3.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. Appointment of Directors
On
Biographical information for
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As compensation for services provided as a member of the Board, except as
otherwise determined by the Board, each non-employee director will receive
(i) an annual cash retainer of
The Company does not currently anticipate that any of
Based upon information requested from and provided by each director concerning
her or his background, employment and affiliations, including family
relationships, the Board determined that
Indemnification Agreements
On
The foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreements, which are attached as Exhibits 10.4 through 10.12 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
2022 Long Term Incentive Plan
On
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The foregoing description of the LTIP is not complete and is qualified in its entirety by reference to the full text of the LTIP, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
Amended and Restated Certificate of Incorporation
The Company amended and restated its certificate of incorporation (the "Amended
Certificate of Incorporation"), which was filed with the Secretary of State of
the
A description of the Amended Certificate of Incorporation is contained in the section of the Prospectus entitled "Description of Capital Stock" and is incorporated herein by reference.
The foregoing description of the Amended Certificate of Incorporation and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Amended Certificate of Incorporation, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.
Amended and Restated Bylaws
On
The foregoing description and the description of the Bylaws contained in the Prospectus are qualified in their entirety by reference to the full text of the Bylaws, which are attached as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated in this Item 5.03 by reference.
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 of this Current Report on Form 8-K,including Exhibit 99.1, are being "furnished" pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be "filed" for purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, except as shall be expressly set forth in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 1.1¥ Underwriting Agreement, dated as ofMay 12, 2022 , by and amongProFrac Holding Corp. ,J.P. Morgan Securities LLC ,Piper Sandler & Co. andMorgan Stanley & Co. LLC as representatives of the several underwriters named therein. 2.1 Master Reorganization Agreement, dated as ofMay 12, 2022 , by and amongProFrac Holdings, LLC ,ProFrac Holding Corp. and the other parties thereto. 3.1 Amended and Restated Certificate of Incorporation ofProFrac Holding Corp. , as filed with the Secretary of State of theState of Delaware onMay 17, 2022 . 3.2 Amended and Restated Bylaws ofProFrac Holding Corp. effective as ofMay 17, 2022 . 4.1 Registration Rights Agreement, dated as ofMay 17, 2022 , by and amongProFrac Holding Corp. ,THRC Holdings, LP ,Farris C. Wilks and the other parties thereto. 6
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4.2 Third Amended and Restated Limited Liability Company Agreement ofProFrac Holdings, LLC , dated as ofMay 17, 2022 . 4.3 Stockholders' Agreement, dated as ofMay 17, 2022 , by and amongProFrac Holding Corp. ,THRC Holdings, LP ,Farris C. Wilks ,FARJO Holdings, LP and the Farris andJo Ann Wilks 2022Family Trust . 10.1 Tax Receivable Agreement, dated as ofMay 17, 2022 , by and amongProFrac Holding Corp. , the TRA Holders and the Agents named therein. 10.2†ProFrac Holding Corp. 2022 Long Term Incentive Plan. 10.3 Shared Services Agreement, dated as ofMay 3, 2022 , by and betweenWilks Brothers, LLC andProFrac Holdings II, LLC . 10.4 Indemnification Agreement (Johnathan Ladd Wilks ). 10.5 Indemnification Agreement (Matthew D. Wilks ). 10.6 Indemnification Agreement (James Coy Randle , Jr.). 10.7 Indemnification Agreement (Lance Turner ). 10.8 Indemnification Agreement (Robert Willette ). 10.9 Indemnification Agreement (Sergei Krylov ). 10.10 Indemnification Agreement (Theresa Glebocki ). 10.11 Indemnification Agreement (Stacy Nieuwoudt ). 10.12 Indemnification Agreement (Gerald Haddock ). 99.1* Press Release, dated as ofMay 12, 2022 . * Furnished herewith.
¥ Certain schedules and exhibits to this agreement have been omitted in
accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted
schedule and/or exhibit will be furnished to the
† Compensatory plan or arrangement.
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