Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed by ProFrac Holding Corp., a Delaware corporation (the
"Company"), in its Current Report on Form 8-K that was filed on July 29, 2022
with the Securities and Exchange Commission (the "July Form 8-K"), the Company
entered into the First Amendment to the Credit Agreement, which amended that
certain Term Loan Credit Agreement (the "Term Loan Agreement") dated as of
March 4, 2022, by and among ProFrac Holdings LLC (the predecessor of the
Company), ProFrac Holdings II LLC, as borrower (the "Term Loan Borrower"), the
guarantors party thereto and each of the lenders party thereto, and Piper
Sandler Finance LLC, as the agent and collateral agent for the lenders (the Term
Loan Agreement as amended by the First Amendment to Credit Agreement, the
"Amended Term Loan Agreement"). The material terms of the Amended Term Loan
Agreement are described in the July Form 8-K and such description is
incorporated by reference herein.
On August 25, 2022, the Term Loan Borrower requested $80,000,000 of Delayed Draw
Term Loans (as such term is defined in the Amended Term Loan Agreement) (the
"September Delayed Draw Term Loan") under the Amended Term Loan Agreement. On
September 1, 2022, certain of the existing lenders under the Amended Term Loan
Agreement funded the September Delayed Draw Term Loan. After giving effect to
the funding of the September Delayed Draw Term Loan and solely to the extent
that the Term Loan Borrower is able to obtain corresponding commitments from the
existing lenders and/or new lenders, the Term Loan Borrower may request an
additional $20,000,000 of Delayed Draw Term Loans under the Amended Term Loan
Agreement subject to the terms and conditions thereof.
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