TETRA Technologies, Inc. (NYSE:TTI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Definitive Material Agreement. |
On December9, 2016, TETRA Technologies, Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with J.P. Morgan Securities LLC, as representative of
the several underwriters named therein (collectively, the
Underwriters), providing for the offer and sale in a firm
commitment underwritten offering of 19,400,000 shares (the
Initial Shares) of the Companys common stock, par value $0.01 per
share (Common Stock), at a price to the public of $5.15 per share
($4.91825 per share net of underwriting discounts) and warrants
(the Warrants) to purchase 9,700,000 shares of Common Stock (the
Initial Warrant Shares) at an exercise price of $5.75 per share
prior to the 60-month expiration date of the Warrants. to the
Underwriting Agreement, the Company granted to the Underwriters
an option for a period of 30 days (the Option) to purchase up to
an additional 2,910,000 shares of Common Stock (together with the
Initial Shares, the Shares) at the same per share price and
warrants to purchase an additional 1,455,000 shares of Common
Stock (together with the Initial Warrants, the Warrants) on the
same terms. On December12, 2016, the Underwriters exercised the
Option in full.
The Underwriting Agreement contains customary representations,
warranties and agreements of the parties, and customary
conditions to closing, obligations of the parties and termination
provisions. The Company has agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the Securities Act), or to
contribute to payments the Underwriters may be required to make
because of any of those liabilities.
The Warrants are being issued to a Warrant Agreement, dated
December14, 2016 (the Warrant Agreement), between the Company and
Computershare Trust Company, N.A. The Warrants are exercisable
immediately upon issuance and from time to time thereafter
through and including the fifth year anniversary of the initial
issuance date. At the request of a holder following a change of
control, the Company or the successor entity will exchange such
Warrant for consideration in accordance with a Black Scholes
option pricing model in the form of, at the Companys election,
Rights (as defined in the Warrant Agreement) or cash. Similarly,
within a period of time prior to the consummation of a change of
control, the Company has the right to redeem all of the Warrants
for cash in an amount determined in accordance with a
Black-Scholes option pricing model.
The Company intends to use the net proceeds of the offering to
repay outstanding indebtedness.
Affiliates of J.P. Morgan Securities LLC and Wells Fargo
Securities, LLC are lenders under our revolving credit facility
and an affiliate of J.P. Morgan Securities LLC is administrative
agent under our revolving facility.
The closing of the offering occurred on December 14, 2016. The
foregoing descriptions of the Underwriting Agreement and the
Warrant Agreement are not complete and are qualified in their
entirety by reference to the full text of the Underwriting
Agreement and the Warrant Agreement, which are filed as Exhibit
1.1 and 4.1, respectively, to this Current Report on Form 8-K and
are incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
ExhibitNumber |
Description |
|
| 1.1 |
Underwriting Agreement, dated December9, 2016, by and among TETRA Technologies, Inc. and J.P. Morgan Securities LLC, as representative of the several underwriters named therein. |
|
| 4.1 |
Warrant Agreement, dated December14, 2016, between TETRA Technologies, Inc. and Computershare Trust Company, N.A. |
|
| 4.2 | Form of Warrant Certificate (included in Exhibit 4.1 hereto). | |
| 5.1 | Opinion of Andrews Kurth Kenyon LLP. | |
| 23.1 |
Consent of Andrews Kurth Kenyon LLP (included in Exhibit 5.1 hereto). |
About TETRA Technologies, Inc. (NYSE:TTI)
TETRA Technologies, Inc. is an oil and gas services company. The Company focuses on completion fluids and associated products and services, water management, production well testing, offshore rig cooling, compression services and equipment, and offshore services, such as decommissioning and diving. It is composed of five segments organized into four divisions: Fluids, Production Testing, Compression and Offshore. The Fluids division manufactures and markets clear brine fluids, additives and associated products and services to the oil and gas industry. Its Production Testing division provides frac flowback services, production well testing services, offshore rig cooling and other associated services in various oil and gas producing regions. The Compression division provides compression services and equipment for natural gas and oil production, gathering, transportation, processing and storage. The Offshore division consists of two operating segments: Offshore Services and Maritech. TETRA Technologies, Inc. (NYSE:TTI) Recent Trading Information
TETRA Technologies, Inc. (NYSE:TTI) closed its last trading session down -0.16 at 4.76 with 5,072,642 shares trading hands.