By Mary Katherine Stinson
Lexington, Ky., Dec. 28 – ProFrac Holdings II, LLC issued and sold $520 million aggregate principal amount of its senior secured floating rate notes due 2029 in a private placement, according to an 8-K filing with the Securities and Exchange Commission.
The notes, which were issued at 99, bear interest at adjusted term SOFR plus an applicable margin.
ProFrac will prepay $10 million aggregate principal amount of secured notes (or a lesser principal amount then outstanding) on June 30, Sept. 30, 2024 and Dec. 31, 2024 and $15 million aggregate principal amount of secured notes (or a lesser principal amount then outstanding) at the end of each calendar quarter after that.
ProFrac Holdings II may optionally redeem up to $20 million of the secured notes on March 29, June 28, Sept. 30, 2024 and Dec. 31, 2024 at a par plus accrued interest, if any, to the applicable redemption date. Before Jan. 15, 2025, the company may redeem some or all the secured notes at a make-whole premium plus accrued interest.
Beginning Jan. 15, 2025, ProFrac may redeem all or a part of the notes during the 12-month period beginning each Jan. 15 as follows: in 2025 at 105, in 2026 at 102, in 2027 at 101 and at par beginning in 2028.
The net proceeds of about $514.8 million were used, together with the net proceeds from borrowings under a new term loan credit agreement, to repay all amounts outstanding under a term loan with Piper Sandler Finance LLC as agent; to repay all amounts outstanding under a secured note issued to BCKW LLC; to repay all amounts outstanding under a secured promissory note issued to First Financial Bank, NA; and for general corporate purposes, including the repayment of outstanding debt and the payment of some fees and expenses.
ProFrac is a Willow Park, Tex.-based oil and gas services company.
| Issuer: | ProFrac Holdings II, LLC
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| Amount: | $520 million
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| Issue: | Secured notes
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| Maturity: | 2029
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| Trustee: | U.S. Bank Trust Co., NA
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| Coupon: | SOFR plus applicable margin
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| Price: | 99
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| Call features: | Up to $20 million on March 29, June 28, Sept. 30, 2024 and Dec. 31, 2024 at a par plus accrued interest; before Jan. 15, 2025, at a make-whole premium plus accrued interest; and during the 12-month period beginning each Jan. 15 as follows: in 2025 at 105, in 2026 at 102, in 2027 at 101 and at par beginning in 2028
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| Settlement date: | Dec. 27
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| Distribution: | Private placement
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