US WELL SERVICES, INC. such as entering into a material definitive agreement, creating a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, unregistered sale of equity securities, disclosure of FD regulations, statements financials and exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

Amendment to Senior Secured Term Credit Facility

At February 28, 2022 (the “Sixth Amendment Date”), U.S. Well Services, Inc. (the company”), USWS Holdings LLC (“Entries”), American Well Services, LLC (“USWS”) and the other Company subsidiaries party thereto (collectively, the “Term Loan Parties”) have entered into a Consent and Sixth Amendment (the “Term Loan Amendment”) to the senior secured term loan (as modified, amended and restated, supplemented or otherwise modified, including by the amendment of the term loan, the “term loan agreement”) with CLMG Corp.as administrative agent (“Administrative Agent”) and term loan collateral agent (the “Collateral Agent”), and the lenders thereto.

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 $10.0 million(ii) provide for incremental increases of up to $25.0 million in principal, but without exceeding
$35.0 million in the original principal amount in the aggregate for all such Term Loans C advanced under the Term Loan Agreement, and (ii) make certain amendments to the Term Loan Agreement on the terms and conditions set forth in the Term Loan Amendment.

Term C loans will be funded by a syndicate of institutions, including
Crestview III USWS Holdings II, LP, and its affiliates and one or more other institutions (collectively, “Term C Loans”) and will be extended based on the last out in the payment cascade against existing Term A Loans and Term B Loans (each as defined in the Term Loan Agreement, and the existing Term A Loans and Term B Loans, collectively, the “First-Out Term Loans”) under the Term Loan Agreement and will otherwise be granted under the general conditions compatible with the First Out Term Loans Contract. Term loans C are subject to an agreement between the lenders dated February 28, 2022 (the “Inter-Lender Agreement”) between the parties to the Term Loan, the lenders thereto and the Administrative Agent.

The term loan agreement provides for the financing of term loans C on the following basis:

  •   $10.0 million in 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 million and
      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 February 28, 2022by and between the Term Loan C Lenders, the Retainer Party and the Term Loan Parties (the “Side Letter”), as amended by Term Loan C Side Letter Amendment dated
March 3, 2022USWS has also agreed to pay the following premiums to the C Term Lenders, prorated to the principal amount of the C Term Loans held by each of such C Term Lenders, only after full cash repayment of all A Term Loans and Term Loans B outstanding, and all other obligations (other than unmatured or contingent indemnities) due and payable under the Loan Documents in respect of the Term

                                       2

————————————————– ——————————

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 Equity securities.

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

At March 4, 2022, the company issued a press release announcing the entry into force of the Term Loan Amendment. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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 United States absent such registration or an exemption from the registration requirements of the Securities Act. Neither this Current Report on Form 8-K nor Exhibit 99.1 incorporated herein by reference constitutes an offer to sell or a solicitation of an offer to buy any security and does not constitute an offer, solicitation or a sale in any jurisdiction in which such an offer would be illegal.

                                       4

————————————————– ——————————

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

————————————————– ——————————

© Edgar Online, source Previews