SMART SAND, INC. (NASDAQ:SND) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
As reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2016, Smart Sand, Inc. (the “Company”) entered into a $45 million three-year senior secured revolving credit facility (the “Facility”) on December 8, 2016.The Facility contained a credit agreement among the Company, as the borrower, the lenders party thereto, and Jefferies Finance LLC, as administrative agent and collateral agent (the “Agent”).
On April 6, 2018, the Company and certain of its subsidiaries entered into a First Amendment to Credit Agreement and Incremental Assumption Agreement (the “Amendment”) with the lenders party thereto and the Agent. The purpose of the Amendment is to increase the amount available under the Facility by $15 million to $60 million. The Company agreed to pay the fees and expenses of the Agent incurred in connection with the Amendment.
The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 1.01. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The description of the Amendment contained in Item 1.01 in this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 1.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 9, 2018, the board of directors (the “Board”) of the Company promoted William John Young to the position of Chief Operating Officer of the Company. Prior to this promotion, Mr. Young was serving as the Company’s Executive Vice President of Sales and Logistics. Mr. Young’s annual base salary will be increased to $330,000, and his annual incentive bonus opportunity for 2018 will be targeted at 60% of his annual base salary. Mr. Young will also continue to be eligible to participate in the Company’s stock-based incentive plans and other benefit plans and arrangements available to Company officers and employees, as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 24, 2017.In connection with his employment during 2017, we paid to Mr. Young total cash compensation (including 401(k) matches and an automobile allowance) of approximately $458,000, and equity compensation having a grant date fair value of approximately $453,000.
Mr. Young was named Executive Vice President of Sales and Logistics of the Company in October 2016. Mr. Young served as Vice President of Sales and Logistics from May 2014 to September 2016 and Director of Sales of the Company from November 2011 to April 2014. Prior to joining the Company, Mr. Young was a Director of Sales for Comcast Corporation from 2002 to 2011. Mr. Young has over 20 years of experience in the mining, commercial telecommunications and broadband industries. Mr. Young received a BSc in Biology from Dalhousie University.
There is no arrangement or understanding between Mr. Young and any other persons to which he was selected as Chief Operating Officer of the Company.Mr. Young is the brother of Charles E. Young, the Company’s Chief Executive Officer and a member of the Board, and James D. Young, the Company’s Executive Vice President, General Counsel and Secretary.
Item 1.01. Financial Statements and Exhibits.
(d)Exhibits. The following exhibit is furnished herewith:
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Exhibit Number |
Description |
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10.1 |
First Amendment to Credit Agreement and Incremental Assumption Agreement, dated as of April 6, 2018, among Smart Sand, Inc., as borrower, the subsidiaries of Smart Sand, Inc. party thereto, as guarantors, the lenders party thereto, and Jefferies Finance LLC, as administrative agent and collateral agent |
Smart Sand, Inc. ExhibitEX-10.1 2 snd-ex101_6.htm EX-10.1 snd-ex101_6.htm Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT AND INCREMENTAL ASSUMPTION AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT AND INCREMENTAL ASSUMPTION AGREEMENT,…To view the full exhibit click here
About SMART SAND, INC. (NASDAQ:SND)
Smart Sand, Inc. is a producer of Northern White raw frac sand. The Company sells its products primarily to oil and natural gas exploration and production companies, and oilfield service companies. The Company owns and operates a raw frac sand mine and related processing facility near Oakdale, Wisconsin, at which it has approximately 244 million tons of proven recoverable sand reserves and approximately 92 million tons of probable recoverable sand reserves as of December 31, 2015, respectively. Its Oakdale facility is situated on approximately 1,196 contiguous acres, with on-site processing and rail loading facilities. Its integrated Oakdale facility, with on-site rail infrastructure and wet and dry sand processing facilities, is served by two Class I rail lines. In addition to the Oakdale facility, it owns a second property in Jackson County, Wisconsin, which it calls the Hixton site. Its Hixton site consists of approximately 959 acres in Jackson County, Wisconsin.
