UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): April 13, 2022

ProPetro Holding Corp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (432) 688-0012

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Credit Facility – Restatement Agreement

On April 13, 2022 (the “Closing Date”), ProPetro Holding Corp. (the “Company,” “we,” “us,” “our” and similar terms) and ProPetro Services, Inc. (the “Borrower”) entered into a restatement agreement (the “Restatement Agreement”) which amends and restates that certain credit agreement dated as of March 22, 2017 (as amended prior to the Closing Date, the “Credit Agreement”; the Credit Agreement, as amended and restated by the Restatement Agreement, the “Restated Credit Agreement”) with Barclays Bank PLC as agent (the “Agent”) and the lenders party thereto.

The credit facility under the Restated Credit Agreement (the “Facility”) has a maximum revolver amount of $150 million as of the Closing Date. The Facility also has a sublimit of $25 million for letters of credit and a sublimit of $15 million for swingline loans.

The Facility permits extensions of credit up to the lesser of the maximum revolver amount and a borrowing base that is determined by calculating the amount equal to the sum of (i) 90% of the Eligible Investment Grade Accounts (as defined in the Restated Credit Agreement), plus (ii) 85% of Eligible Accounts (other than Eligible Investment Grade Accounts) (each as defined in the Restated Credit Agreement), minus the aggregate amount of Reserves (as defined in the Restated Credit Agreement), if any, established by the Agent from time to time. The borrowing base is calculated on a monthly basis pursuant to a borrowing base certificate delivered by the Borrower to the Agent.

The applicable margin on the Facility is determined by reference to a three-tier pricing grid based on availability under the Facility. The Borrower, at its option, may elect for loans drawn under the Facility to be based on either the Term SOFR (as defined in the Restated Credit Agreement) or base rate, plus the applicable margin. The applicable margin on the Facility ranges from 1.50% to 2.00% (in the case of Term SOFR loans) and 0.50% to 1.00% (in the case of base rate loans).

The Borrower is required to pay an unused line fee on unutilized commitments under the Facility. The unused line fee is determined by reference to a two-tier grid based on availability under the Facility. The unused line fee ranges from 0.25% to 0.375% depending on the Borrower’s usage of the Facility.

The Facility contains a springing fixed charge coverage ratio (the “FCCR”). The FCCR is tested only if availability under the Facility falls below certain specified availability levels. If tested, the Borrower would need to demonstrate compliance with a 1.0x FCCR, on a quarterly basis, until such time as the Borrower has availability under the Facility in excess of certain specified levels for at least thirty consecutive days.

The Facility matures five years from the Closing Date.

The Facility is secured by a first priority lien on, and security interest in, (i) substantially all assets and equity interests held by the Borrower and (ii) the equity interests we hold in the Borrower, subject to certain exceptions and excluded assets.

The Facility contains various covenants that restrict, among other things and subject to certain exceptions, our ability, as well as the ability of the Borrower and certain of its present and future subsidiaries to incur certain liens, incur indebtedness, change the nature of its business, undertake mergers and other fundamental changes, dispose of certain assets, make investments and restricted payments, amend its organizational documents or accounting policies, make early prepayments of certain debt, enter into dividend or lien blockers, enter into certain transactions with affiliates and, solely in our case, carry out certain activities.  Failure to comply with these covenants and restrictions could result in an event of default under the Facility. In such an event, we could not request borrowings under the Facility, and all amounts outstanding under the Facility, together with accrued interest, could then be declared immediately due and payable.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Restatement Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

On April 13, 2022, the Company issued a press release announcing its entry into the Restatement Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information furnished with this report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

(d)       Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.