PROFRAC HOLDING CORP. such as entering into a material definitive agreement, completing the acquisition or disposal of assets, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, disclosing the FD settlement, financial statements and exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

The information presented in the introductory note is incorporated herein by reference.

Second Amendment to the Term Credit Facility

As stated earlier, ProFrac entered into this term credit agreement, on the date of March 4, 2022 (as amended by the First Amendment to the Term Credit Agreement, dated July 25, 2022the “Term Loan Agreement”), by and between ProFrac Holdings LLC (the predecessor of the Company, or “ProFrac funds“), ProFrac Holdings II LLCas a borrower (“ProFrac II LLC“or, as such, “the Term Borrower”), the guarantors being parties thereto and each of the lenders being parties thereto, and Piper Sandler Finance LLC, as agent and collateral agent for the lenders. On November 1, 2022, ProFrac has entered into the Second Amendment, Consent and Limited Waiver of Term Credit Agreement (the Term Loan Agreement as amended by the Second Amendment, Consent and Limited Waiver of Term Credit Agreement, the ” amended term loan agreement”).

Pursuant to the Amended Term Loan Agreement, the Required Agent and Lenders have agreed to: (A) agree to (i) the Amended Credit Facility (as defined below); (ii) certain existing debts of U.S. Well Services Holdings, LLC
(successor by conversion to US Well Services, Inc.), a Delaware limited liability company (“United States Well LLC“), and each of its subsidiaries (collectively, the “WE Well Entities”), remaining in abeyance (the “WE Well Debt”) following the Merger; (iii) the corresponding liens on the assets of the WE
Property Entities securing such WE Well the debt (the “WE Well Privileges”) remaining in circulation after the Merger and (iv) any restrictions existing under the agreements evidencing the WE Well Indebtedness, which would otherwise be prohibited under the Amended Term Loan Agreement and (B) waive any defaults and/or events of default resulting from defaults and/or events of default existing under the agreements evidencing the WE Indebtedness of Wells, including without limitation following the completion of the First Amendment Acquisition (as defined in the Amended Term Loan Agreement) with respect to the WE Well Entities, subject to the terms and conditions set forth in the Amended Term Loan Agreement. Immediately after completion of the Merger, the WE Well, the debt has been fully repaid and the WE Well, the links have all been released.

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 hereto. 10.1 to this current report. on Form 8-K.

Second amendment to the ABL credit facility

As stated earlier, ProFrac entered into this asset-based revolving credit agreement, dated March 4, 2022 (as amended by the First Amendment to the ABL Credit Facility, dated July 25, 2022the “ABL Credit Facility”), by and among ProFrac funds, ProFrac II LLCas borrower (the “ABL Borrower”), the guarantors who are parties thereto, the lenders and the issuers of letters of credit who are parties thereto, and JPMorgan Chase Bank, North America., as agent, collateral agent and swingline lender. On November 1, 2022, ProFrac entered into the Second Amendment to the ABL Credit Facility (the ABL Credit Facility as amended by the Second Amendment to the ABL Credit Facility, the “Amended Credit Facility”).

Pursuant to the Amended Credit Facility, the Agent and the Lenders have agreed to: (A) agree to United States Well LLC and its subsidiaries becoming Restricted Subsidiaries (as defined in the Amended Term Loan Agreement) of ProFrac funds
immediately prior to full payment of certain WE Well the debt and the termination and release of some WE Well Liens and agree that the existence of such indebtedness or lien, any restriction in the applicable documents shall not trigger any default or event of default under the Amended Credit Facility and (B) waives any default and/or event of default under the ABL Credit Facility and other applicable loan documents relating solely to or arising out of

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of me) WE Well and its subsidiaries become restricted subsidiaries of
ProFrac funds immediately prior to full payment of certain of the
WE Well the debt and the termination and release of some WE Well Privileges and (ii) any default and/or event of default existing under the applicable documents which govern the WE Well Indebtedness, including without limitation following completion of the Merger, subject to the terms and conditions set forth in the Amended Credit Facility.

Under the Amended Credit Facility, (i) the Aggregate Maximum Revolving Amount (as defined in the Amended Credit Facility) was increased from $200,000,000 at
$280,000,000from the Effective Date of the Second Amendment (as defined in the Amended Credit Facility) and (ii) the Borrower shall be entitled to request up to
$120,000,000 additional Revolving Credit Commitment Increases (as defined in the Amended Credit Facility) after the effective date of the Second Amendment, subject to certain terms and conditions, provided that from the date effective date of the Second Amendment, such additional revolving credit commitment increases shall not be incurred.

As part of the Merger, the Borrower ABL borrowed approximately $164 million under the Amended Credit Facility. Immediately prior to this drawdown, there were no amounts outstanding under the Amended Credit Facility.

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 hereto. current report on Form 8-K. . . .

Item 2.01 Completion of Acquisition or Disposal of Assets.

The information presented in the introductory note is incorporated herein by reference.

Conversion of USWS Titles

         •   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 Equity-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 a

Off-balance sheet arrangement of a registrant.

The information provided in Section 1.01 is incorporated herein by reference.

Section 7.01 Disclosure of FD Rules.

On November 1, 2022, ProFrac issued a press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Limitation of Incorporation by Reference. The information provided in this Section 7.01, including the press release attached 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 responsibilities of this section, such information shall also not 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 filing.

Caution Regarding Forward-Looking Statements. Except for historical information contained in the attached press release, 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 supporting documents.

Financial statements of acquired businesses 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 accompanying notes required by Item 9.01(b) of Form 8-K, are not included in this current report on Form 8-K. The pro forma financial statements and condensed combined financial statements will be filed by amendment to this current report on Form 8-K within the time specified in the instructions in Item 9.01 of Form 8-K.

(d) Exhibits.

Exhibit
  No.                                    Description

 2.1†         Agreement and Plan of Merger, dated as of June 21, 2022, by and
            among U.S. Well Services, Inc., ProFrac Holding Corp. and Thunderclap
            Merger Sub I, Inc. (incorporated by reference to Exhibit 2.1 to
            ProFrac Holding Corp.'s Current Report on Form 8-K filed with the SEC
            on June 24, 2022).

10.1*^        Second Amendment to Term Loan Credit Agreement, dated as of November
            1, 2022, 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.

10.2*^        Second Amendment to Credit Agreement, dated as of November 1, 2022,
            by and among ProFrac Holdings II, LLC, ProFrac Holdings, LLC, the
            guarantors party thereto, the lenders party thereto, and JPMorgan
            Chase Bank, N.A., as the agent and collateral agent for the lenders.


10.3*         Amended and Restated Series A Warrant Agreement, dated November 1,
            2022, between ProFrac Holding Corp. and Continental Stock Transfer &
            Trust Company.

10.4*         Amended and Restated SPAC Warrant Agreement, dated November 1, 2022,
            between ProFrac Holding Corp. and Continental Stock Transfer & Trust
            Company.

10.5*         Amended and Restated Placement Agent Warrants of ProFrac Holding
            Corp.

10.6*         Amended and Restated RDO Warrants of ProFrac Holding Corp.

10.7*         Amendment No. 1 to Amended and Restated Series A Warrant Agreement,
            dated November 1, 2022, between ProFrac Holding Corp., Continental
            Stock Transfer & Trust Company and American Stock Transfer & Trust
            Company, LLC.

10.8*         Amendment No. 1 to Amended and Restated SPAC Warrant Agreement,
            dated November 1, 2022, between ProFrac Holding Corp., Continental
            Stock Transfer & Trust Company and American Stock Transfer & Trust
            Company, LLC.

99.1**        Press Release dated November 1, 2022.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).



* Filed herewith.


** Furnished herewith.


† Appendices have been omitted per SK Rule 601(a)(5).

    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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