NCS MULTISTAGE HOLDINGS, INC. entering into a material definitive agreement, termination of a material definitive agreement, creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documentation (form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

On May 3, 2022, NCS Multistage Holdings, Inc. (the “Company”) entered into a new
$35.0 million asset-based revolving credit facility (the “ABL Facility”). The ABL Facility is governed by the Credit Agreement dated May 3, 2022by and between the Company, Pioneer Investment, Inc., NCS Multistage, LLC, NCS Multistage Inc.other lending parties, lender parties, and JPMorgan Chase Bank, North America., as administrative agent and as lender under the facility provided therein (the “Credit Agreement”).

The ABL Facility consists of a revolving credit facility with an aggregate principal amount of $35.0 million made available to borrowers, including up to
$10.0 million can be made in Canadian dollars and $7.5 million can be made available for letters of credit. The total borrowing available to borrowers under the ABL Facility may be limited subject to a borrowing base calculated on the sum of cash in a pledged account, eligible accounts receivable and eligible inventory, to provided that it does not include credit for the assets of Repeat Precision, LLC (“Repeat precision”). The borrowing base under the ABL Facility on the date we entered into the facility was $19.7 million. The ABL Facility will mature on May 3, 2027.

Borrowings under the ABL Facility may be made in WE dollars whose price is based on “ABR”, the “adjusted simple daily SOFR” or the “adjusted forward SOFR rate”, and in Canadian dollars whose price is based on the “Canadian prime rate” or the “CDOR rate” (each as defined in the Credit Agreement). Borrowings bear interest plus a margin which varies according to the leverage ratio as follows: (i) for loans based on ABR, between 1.40% and 2.40%, and (ii) for simple daily SOFR adjusted, the adjusted forward SOFR rate, the Canadian prime rate, and the CDOR rate, between 2.40% and 3.40%. The Company must also pay a monthly commitment fee of 0.25% to 0.50% per annum, depending on unused commitments.

The obligations of the borrowers under the ABL Facility are guaranteed by the Company and each of its subsidiaries (other than Repeat Precision), as well as each of its future direct and indirect subsidiaries by law.
United States or Canada (subject to certain exceptions) and are secured by substantially all of the assets of the Company and its subsidiaries, in each case, subject to certain permitted exceptions and liens.

The Credit Agreement requires us to (i) maintain, for quarters in which liquidity is less than 20% of all revolving commitments, a fixed charge coverage ratio of at least 1.0 to 1, 0 and (ii) prepay advances to the extent that outstanding loans and letters of credit exceed the last calculated borrowing base. The credit agreement also contains customary affirmative and negative clauses, including, among other things, restrictions on the creation of liens, indebtedness, investments, dividends and other restricted payments, dispositions and transactions with affiliates .

The credit agreement includes events of default customary for facilities of this type (with customary materiality thresholds and grace periods, where applicable). If an event of default occurs, the lenders party to the credit agreement may elect (after the expiration of any applicable notice or grace period) to report all outstanding borrowings under this facility, together with accrued interest and unpaid and other amounts payable hereunder, to be immediately due and payable. The lenders parties to the credit agreement also have the right, in the event of default thereunder, to terminate any commitment to provide new borrowings, or to provide additional financing beyond the base limit of borrowing, or to proceed with the guarantee guaranteeing the ABL facility.

The Credit Agreement is attached hereto as Schedule 10.1 and is incorporated herein by reference. The above summary of the Credit Agreement does not purport to be a complete statement of the rights and obligations of the parties under the Credit Agreement, and is qualified in its entirety by reference to Schedule 10.1.

Section 1.02 Termination of a Material Definitive Agreement.

On May 3, 2022concurrent with the Company’s entering into the Credit Agreement, the Company terminated outstanding revolving credit commitments under the Credit Facility governed by the Second Amended and Restated Credit Agreement, dated May 1, 2019and subsequently amended by rider No. 1 to the second amended and updated credit agreement, dated August 6, 2020by and between the Company,
Pioneer Investment, Inc., NCS Multistage Inc., Intermediate Pioneer, Inc.the lenders being parties thereto, Wells Fargo Bank, National Associationas WE
administrative agent, and Wells Fargo Bank, National AssociationCanadian branch, as Canadian administrative agent.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Section 1.01 of this Current Report on Form 8-K is incorporated by reference in this Section 2.03.

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Item 9.01 Financial statements and supporting documents.

   (d)         Exhibits.

   Number      Description of the Exhibit
     10.1        Credit Agreement, dated as of May 3, 2022, by and among NCS
               Multistage Holdings, Inc., Pioneer Investment, Inc., NCS Multistage,
               LLC, NCS Multistage Inc., and the other loan parties thereto and
               JPMorgan Chase Bank, N.A. and the lenders party thereto.
   104         Cover Page Interactive Data File - the cover page XBRL tags are
               embedded within the Inline XBRL document.


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