Emerge Energy Services LP (NYSE:EMES) Files An 8-K Entry into a Material Definitive Agreement

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Emerge Energy Services LP (NYSE:EMES) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

Second Amended and Restated Revolving Credit Agreement

On January5, 2018, Emerge Energy Services LP (the “Partnership”) entered into a $75.0 million Second Amended and Restated Revolving Credit and Security Agreement (the “Revolving Credit Agreement”), among the Partnership, as parent guarantor, the Borrowers, as borrowers, PNC Bank, National Association (“PNC Bank”), as administrative agent and collateral agent, and the other lenders party thereto (together with PNC Bank, the “Revolving Lenders”). The Revolving Credit Agreement replaces the Partnership’s existing $190 million senior secured revolving credit facility dated as of June27, 2014. The Revolving Credit Agreement provides for a $75.0 million asset-based revolving credit facility, and a $20.0 sublimit for the issuance of letters of credit. The Revolving Credit Agreement matures on January5, 2022. Substantially all of the Partnership’s assets are pledged as collateral on a first lien basis. The credit facility will be available to (i)refinance existing indebtedness, (ii)fund fees and expenses incurred in connection with the credit facility and (iii)for general business purposes, including working capital requirements, capital expenditures, permitted acquisitions, making debt payments when due, and making distributions and dividends.

The Revolving Credit Agreement contains various covenants and restrictive provisions and also requires the maintenance of certain financial covenants as follows:

· a limit on capital expenditures, subject to certain availability thresholds.

The notes under the Second Lien Note Purchase Agreement will bear interest at 11.00% per annum until December31, 2018 and ranging from 10.00% per annum to 12.00% per annum thereafter, depending on the Partnership’s leverage ratio.

The foregoing description of the Second Lien Note Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Second Lien Note Purchase Agreement, which is attached as Exhibit10.2 to this Current Report on Form8-K and incorporated in this Item 1.01 by reference.

Common Unit Private Placement

On January5, 2018, the Partnership entered into a Common Unit Purchase Agreement (the “Purchase Agreement”) with certain affiliates of the lenders under the Second Lien Note Purchase Agreement to which the Partnership issued and sold 814,295 common units representing limited partner interests in the Partnership in a private placement for approximately $6.0 million in the aggregate. The Partnership expects to use the net proceeds from the offering for general partnership purposes. As part of the transaction, the Partnership and the purchaser entered into a registration rights agreement (the “Registration Rights Agreement”) which provides the purchasers with customary registration rights with respect to the acquired securities. The private placement was completed on January5, 2018.

The issuance of the common units to the Purchase Agreement was made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to Section4(a)(2)thereof. The Purchase Agreement contains customary representations and warranties by Partnership and the purchasers, and each party (an “indemnifying party”) has agreed to indemnify the other party for losses resulting from the indemnifying party’s breach of any of its representations, warranties or covenants.

The Purchase Agreement and Registration Rights Agreement are filed as Exhibits 10.3 and 4.1, respectively, to this Current Report on Form8-K and are incorporated herein by reference. The above descriptions of the material terms of the Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to Exhibits 10.3 and 4.1, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Second Lien Note Purchase Agreement in Item 1.01 above is incorporated into this Item 2.03 by reference.

The description of the Revolving Credit Agreement in Item 1.01 above is incorporated into this Item 2.03 by reference.


Emerge Energy Services LP Exhibit
EX-4.1 2 a18-2329_1ex4d1.htm EX-4.1 Exhibit 4.1   REGISTRATION RIGHTS AGREEMENT   by and among   EMERGE ENERGY SERVICES LP   and   THE PURCHASERS NAMED ON SCHEDULE A HERETO   Dated January 5,…
To view the full exhibit click here

About Emerge Energy Services LP (NYSE:EMES)

Emerge Energy Services LP owns, operates, acquires and develops a portfolio of energy service assets. The Company’s segments include Sand segment, Fuel segment and Corporate. The Company’s Sand segment consists of the production and sale of various grades of industrial sand primarily used in the extraction of oil and natural gas, as well as the production of building products and foundry materials. Its Fuel segment operates approximately two terminals and over two transmix processing facilities that are located in the Dallas-Fort Worth, Texas area and Birmingham, Alabama. In addition to refining transmix, the Fuel segment sells a suite of complementary fuel products and services, including third-party terminaling services, certain reclamation services and blending of renewable fuels. The Company’s other services include blending of renewable fuels into petroleum products, and the manufacture of biodiesel at its Birmingham facility.