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EX-99.1 - EX-99.1 - Emerge Energy Services LPa13-26228_1ex99d1.htm
EX-10.1 - EX-10.1 - Emerge Energy Services LPa13-26228_1ex10d1.htm

 

 

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): December 10, 2013

 

Emerge Energy Services LP

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35912

 

90-0832937

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation or

organization)

 

File Number)

 

Identification No.)

 

180 State Street, Suite 225

Southlake, Texas 76092

(Address of principal executive office) (Zip Code)

 

(817) 488-7775
(Registrants’ telephone number, including area code)

 

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:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 1.01 Entry into a Material Definitive Agreement.

 

On December 10, 2013, Emerge Energy Services LP (the “Partnership”) entered into the third amendment (the “Amendment”) to the revolving credit and security agreement, dated as of May 14, 2013 (as amended, the “Credit Agreement”), among the Partnership, as parent guarantor, each of its subsidiaries, as borrowers (the “Borrowers”), PNC Bank, National Association (“PNC Bank”), as administrative agent and collateral agent, and the other lenders party thereto (together with PNC Bank, the “Lenders”).

 

The Amendment amended the Credit Agreement to (i) increase the aggregate amount of the Lenders’ revolving commitments from $150 million to $200 million, (ii) add two additional Lenders and (iii) modify the commitment percentages of the Lenders. The Partnership, the Borrowers and PNC Bank previously entered into the first and second amendments to the Credit Agreement to revise certain administrative provisions in the Credit Agreement.

 

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

 

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

 

The description of the Amendment in Item 1.01 above is incorporated into this Item 2.03 by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On December 12, 2013, the Partnership issued a press release announcing the Amendment, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained in this Item 7.01 and the attached Exhibit 99.1 is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Partnership filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

 

Exhibit

 

 

 

Number

 

Description

 

10.1

 

Third Amendment to Revolving Credit and Security Agreement, dated as of December 10, 2013, among Emerge Energy Services LP, as parent guarantor, the Borrowers party thereto, PNC Bank, National Association, as administrative agent and collateral agent, and the Lenders party thereto

 

 

 

 

 

99.1

 

Press release dated December 12, 2013

 

2



 

SIGNATURES

 

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.

 

 

Emerge Energy Services LP

 

 

 

 

 

 

By:

Emerge Energy Services GP LLC,

 

 

its general partner

 

 

 

 

 

 

Dated: December 12, 2013

By:

/s/ Rick Shearer

 

 

Name:

Rick Shearer

 

 

Title:

Chief Executive Officer

 

3



 

EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

10.1

 

Third Amendment to Revolving Credit and Security Agreement, dated as of December 10, 2013, among Emerge Energy Services LP, as parent guarantor, the Borrowers party thereto, PNC Bank, National Association, as administrative agent and collateral agent, and the Lenders party thereto

 

 

 

99.1

 

Press release dated December 12, 2013

 

4