Item 1.01
Entry into a Material Definitive Agreement.
Contribution Agreement
On August 31, 2017, immediately prior to consummation of the Merger, the Company entered into and consummated
a Contribution Agreement (the “
Contribution Agreement
”) with the Rollover Members. Pursuant to the terms of the Contribution Agreement, the Rollover Members contributed a portion of their equity interests in Spectrum in exchange for Company Common Stock, comprising the Equity Consideration (such exchange, the “
Contribution
”).
The Contribution Agreement contains customary representations and warranties regarding the Contribution, including those relating to equity issuances by Spectrum and the Company. The parties have agreed to make all claims for indemnification subject to the indemnification provisions contained within the Merger Agreement.
The foregoing description of the Contribution Agreement is not complete and is qualified in its entirety by reference to the full and complete terms of the Contribution Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 1.01 by reference.
Amendment No 1. To Amended and Restated Credit Agreement
On August 31, 2017, the Company entered into that certain Amendment No. 1 to Amended and Restated Credit Agreement (the “
Amendment
”) amending the Amended and Restated Credit Agreement dated as of May 4, 2017 (the “
Credit Agreement
”), by and among the Company, Pioneer Intermediate, Inc., Pioneer Investment, as borrower (the “
US Borrower
”), NCS Multistage Inc., as borrower (the “
Canadian Borrower
”), and the lenders party thereto, Wells Fargo Bank, National Association as administrative agent in respect of the US Facility (as defined below) and Wells Fargo Bank, National Association, Canadian Branch, as administrative agent in respect of the Canadian Facility (as defined below).
The Amendment increases the loan commitment available under the senior secured revolving credit facility available to the US Borrower (the “
US
Facility
”) from $25.0 million to $50.0 million. The loan commitment available under the senior secured revolving credit facility available to the Canadian Borrower (the “
Canadian Facility
”) remains $25.0 million.
The foregoing description of the Amendment to the Credit Agreement is not intended to be complete and is qualified in its entirety by reference to the full and complete terms of the Amendment, a copy of which is attached hereto as Exhibit
10
.
2
and incorporated herein in this Item 1.01 by reference.