Dakota Plains Holdings, Inc. (OTCMKTS:DAKPQ) Files An 8-K Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 2.04Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
The filing of the Chapter 11 Case described in Item 1.03 above
constitutes an event of default that accelerated the Debtors
obligations under the following agreements (collectively, the
Debt Document). Any efforts to enforce such payment obligations
under the Debt Documents are automatically stayed as a result of
the Chapter 11 Case and the holders rights to enforcement in
respect of the Debt Documents are subject to the applicable
provisions of the Bankruptcy Code.
|
Revolving Credit and Term Loan Agreement, dated December 5, 2014, by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the lenders party thereto and SunTrust Bank, as administrative agent, as amended by Amendment No. 1 thereto, dated August 6, 2015; Amendment No. 2 and Waiver to Revolving Credit and Term Loan Agreement, dated December 4, 2015; Amendment No. 3 to Revolving Credit and Term Loan Agreement, Amendment No. 1 to Forbearance Agreement and One Time Waiver of Revolving Loan Borrowing Requirements, dated July 5, 2016; and Amendment No. 4 to Revolving Credit and Term Loan Agreement and One Time Waiver of Revolving Loan Borrowing Requirements, dated August 5, 2016. |
|
Membership Interest Purchase Agreement, dated December 5, 2014, by and among Dakota Plains Holdings, Inc., Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC and Petroleum Transport Solutions, LLC. |
|
Guaranty and Security Agreement, dated December 5, 2014, by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the lenders party thereto and SunTrust Bank, as administrative agent. |
|
Seller Guaranty and Security Agreement, dated December 5, 2014, by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., Dakota Petroleum Transport Solutions, LLC, DPTS Sand, LLC, and DPTS Marketing, LLC, in favor of World Fuel Services Corporation. |
Item 7.01Regulation FD Disclosure.
On December 21, 2016, the Company issued a press release
announcing the Bankruptcy Petition. A copy of the press release
is attached as Exhibit 99.1 to this Form 8-K and incorporated by
reference to this Item 7.01 as if fully set forth herein.
The information contained in this Item 7.01 and Exhibit 99.1 is
being furnished, and shall not be deemed to be filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to liability under
Section 18. Furthermore, the information contained in this Item
7.01 and Exhibit99.1 shall not be deemed to be incorporated by
reference into our filings under the Securities Act of 1933, as
amended, or the Exchange Act.
This report contains forward-looking statements within the
meaning of the federal securities laws. Statements included in
this current report that are not historical facts (including any
statements regarding plans and objectives of management for
future operations or economic performance, or assumptions). These
statements can be identified by the use of forward-looking
terminology including anticipate, continue, believe, estimate,
expect, hope, intend, may, potential, should, target, will, or
other similar words. Such forward-looking statements are subject
to various risks and uncertainties that could cause actual
results to differ materially from those anticipated as of the
date of the filing of this report. Although we believe that the
expectations reflected in these forward-looking statements are
based on reasonable assumptions, no assurance can be given that
these expectations will prove to be correct. Important factors
that could cause our actual results to differ materially from the
expectations reflected in these forward-looking statements
include, among other things, those set forth in Part I, Item 1A.
Risk Factors in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2015 and in Part II, Item 1A. Risk
Factors in our Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2016. All forward-looking statements
included in this report are based on information available to us
on the date of this report. We undertake no obligation to
publicly update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise. All
subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly
qualified in their entirety by the cautionary statements
contained throughout this report.
The Company cautions its security holders that trading in the
Companys securities during the pendency of the Chapter 11 Case
will be highly speculative and will pose additional, substantial
risks in addition to the various risks that the Company has
previously disclosed in its press releases, registration
statements filed under the Securities Act of 1933, as amended,
and periodic reports and schedules filed under the Exchange Act.
Trading prices for the Companys securities may not bear any
substantive relationship to any recovery that the Companys
security holders may obtain in the Chapter 11 Case. In that
context, the Company cannot provide any assurance in respect of
the scope or amount, nature, or timing of any recovery for any
such holders. Accordingly, we urge extreme caution with respect
to existing and future investments in our securities.
A plan of reorganization, sale of assets or liquidation may
result in the holders of the Companys securities receiving little
or no distribution in respect of their interests and cancellation
of their existing securities. If certain requirements of the
Bankruptcy Code are met, a Chapter 11 plan of reorganization
could be confirmed notwithstanding its rejection by our security
holders and notwithstanding the fact that such security holders
do not receive or retain any property on account of their
security interests under such plan.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
| Exhibit No. | Description of Exhibits | |
| 99.1 | Press release, dated December 21, 2016. |
About Dakota Plains Holdings, Inc. (OTCMKTS:DAKPQ)
Dakota Plains Holdings, Inc. is an integrated midstream energy company. The Company is engaged in operating the Pioneer Terminal, with services that include outbound crude oil storage, logistics and rail transportation, and inbound fracturing (frac) sand logistics. The Company has two operating segments, which include the crude oil and frac sand transloading operations. The Pioneer Terminal is located in Mountrail County, North Dakota. The Company’s frac sand business provides services for UNIMIN Corporation (UNIMIN), which is a producer of quartz proppant and the supplier of frac sand to exploration and production operating companies in the Williston Basin. The Company operates North Dakota transloading facility, which is fully operational and consists of approximately four rail tracks situated on approximately 27.46 acres serviced by Soo Line Railroad Company. Dakota Plains Holdings, Inc. (OTCMKTS:DAKPQ) Recent Trading Information
Dakota Plains Holdings, Inc. (OTCMKTS:DAKPQ) closed its last trading session down -0.00410 at 0.00590 with 671,885 shares trading hands.