Section 1.01 Entering into a Material Definitive Agreement.
Amendment to Senior Secured Term Credit Facility
Pursuant to the Term Loan Amendment, the Term Loan Agreement has been amended to (i) provide for an additional tranche of Last Term Loans (such additional Last Term Loans, collectively, the “Loans terms C”) to made by one or more of the term lenders C (as defined below) for an initial aggregate principal amount of
Term C loans will be funded by a syndicate of institutions, including
The term loan agreement provides for the financing of term loans C on the following basis:
$10.0 millionin aggregate principal amount of the Term C Loans, which was funded on the Sixth Amendment Date; and • During the period after the Sixth Amendment Date and until the earliest of (a) the date that is twelve (12) months after the Sixth Amendment Date, (b) the date on which all Term C Loans have been drawn or commitments to make such Term C Loans have been terminated, and (c) the occurrence of the Maturity Date (as defined in the Term Loan Agreement), the Term C Loan Lenders may, in their respective sole discretion, elect to increase the total commitments and sizing of the Term C Loans by an aggregate principal amount of up to $25 million(such optional increase, the "Incremental Upsizing Election"), which such incremental commitments, if any, shall be subject to the same terms and conditions as the other Term C Loans. On March 1, 2022, USWS made an Incremental Upsizing Election in the amount of $11.5 millionand certain new Term Loan C Lenders, including David Matlin, made additional Term C Loans in such amount in the aggregate and became parties to the Agreement Among Lenders and the Side Letter (defined below).
Term Loans C will bear interest at the Reference Rate (as defined in the Term Loan Agreement) (subject to a floor of 2.0%) plus twelve percent (12.0%) per annum, accrued on a daily basis, to be paid in-kind by increasing on each Interest Payment Date (as defined in the Term Loan Agreement) the principal amount of the outstanding Term Loans C by the amount of accrued interest but unpaid. The default rate for C term loans will be two percent (2.00%) above the non-default rate, subject to the same terms and conditions for A term loans and B term loans. (in each case, as defined in the term Loan Agreement).
Under the terms of a letter of agreement dated
A Loans and B Term Loans, and upon any prepayment or repayment of the C Term Loans and upon any acceleration of the C Term Loans pursuant to Section 6.01 of the Term Loan Agreement, whether such repayment or anticipated or at the option of the USWS:
(a) if such redemption, prepayment, or acceleration occurs on or before the date of the third (3) month anniversary of the date of the Sixth Amendment, thirty percent (30.0%) of such amount redeemed, prepaid, or accelerated,
(b) if such redemption, early redemption or acceleration occurs after the date which is the third (3) anniversary month of the Sixth Amendment but no later than the date which is the six (6) anniversary month of the Sixth Amendment Date , sixty-five percent (65.0%) of such amount refunded, prepaid or expedited, and . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a
Off-balance sheet arrangement of a registrant
The information regarding the Term Loan Modification, Side Letter and Term Loans C set forth in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.
Item 3.02 Unregistered Sale of
Information regarding the private placement of the Warrants and the Class A common stock issuable upon conversion pursuant to the Warrant Agreement set forth in Section 1.01 of this Current Report on Form 8-K is incorporated by reference in this Section 3.02. The private placement of the Warrants has been undertaken on the basis of an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.
Section 7.01 Disclosure of FD Regulations
Pursuant to General Statement B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the responsibilities of this section, nor shall such information and Exhibit 99.1 be deemed incorporated by reference in any filing under any securities law or exchange law unless otherwise expressly stated by specific reference in such filing. .
The warrants issued pursuant to the Warrant Agreements have been offered pursuant to a private placement exempt from registration under the Securities Act and may not be offered or sold by
Item 9.01 Financial statements and supporting documents.
(d) Exhibits. Exhibit Number Description 4.1 Registration Rights Agreement, dated
February 28, 2022, by and among U.S. Well Services, Inc.and the Purchasers party thereto. 4.2 First Amendment to Registration Rights Agreement, dated March 1, 2022, by and among U.S. Well Services, Inc.and the Purchasers party thereto. 10.1 Consent and Sixth Amendment to the Senior Secured Term Loan Credit Agreement, dated February 28, 2022, among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC, USWS Holdings LLC, CLMG Corp., as administrative agent and collateral agent, and the lenders party thereto. 10.2 Joinder to Senior Secured Term Loan Credit Agreement, dated as of March 1, 2022, by and among the Term Loan Parties, THRC Holdings, LP, David Matlin, Peter Schoels, and CLMG Corp.10.3 Agreement Among Lenders, dated February 28, 2022, by and among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC, USWS Holdings LLC, LNV Corporation, LPP Mortgage, Inc., Crestview III USWS, L.P.and Crestview III USWS TE, LLC. 10.4 Letter Agreement, dated February 28, 2022, by and among the Term C Loan Lenders and the Term Loan Parties. 10.5 Amendment to Term Loan C Side Letter, dated March 3, 2022, by and among the Term Loan C Lenders and the Term Loan Parties. 10.6 Warrant Agreement, dated February 28, 2022, by and among U.S. Well Services, Inc.and Continental Stock Transfer & Trust Company. 10.7 Warrant Agreement, dated March 1, 2022, by and among U.S. Well Services, Inc.and Continental Stock Transfer & Trust Company. 99.1 Press Release dated March 4, 2022. 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document 5
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