Item 1.01 Entry into a Material Definitive Agreement.
On
The Eighth Amendment amends certain terms, provisions and covenants of the
Original Credit Agreement, including, among other things: (i) increasing the
maximum revolver amount from
The foregoing description of the Eighth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Eighth Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the Eighth Amendment, on
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 Eighth Amendment set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The Amendments address the new universal proxy rules under Rule 14a-19 of the Securities Exchange Act of 1934, as amended ("Rule 14a-19"), by, among other things, providing that: (i) a stockholder who submits a director nomination notice must also make a representation as to whether such stockholder intends to solicit proxies in support of its proposed nominee in accordance with Rule 14a-19 and (ii) if the stockholder provides notice pursuant to Rule 14a-19 with respect to a proposed nominee and subsequently fails to comply with requirements of Rule 14a-19, the Company will disregard the nomination of the proposed nominee.
The Amendments also amend Section 2.9 "Notice of Stockholder Business and Nominations" to require that a stockholder update and supplement certain information required by those sections to be included in the stockholder's notice as of the record date for the applicable meeting and a date prior to the applicable meeting and require that a stockholder soliciting proxies use a proxy color card other than white (with white proxy cards reserved for exclusive use by the Company's Board of Directors). Furthermore, the Amendments revise the definition of "Stockholder Associated Person".
The Amendments also include revisions to align with recent amendments to the
General Corporation Law of the
The above description is qualified in its entirety by reference to the Second Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits
(d)Exhibits. Exhibit No. Description 10.1* Eighth Amendment to Credit Agreement, datedJanuary 23, 2023 , by and amongLiberty Oilfield Services LLC ,Liberty Energy Inc. ,Liberty Oilfield Services New Holdco LLC ,R/C IV Non-U.S. LOS Corp ,Freedom Proppant LLC ,LOS Kermit LLC ,LOS Leasing Company LLC ,LOS Cibolo RE Investments, LLC ,LOS Odessa RE Investments, LLC ,Proppant Express Solutions, LLC ,ST9 Gas andOil LLC ,Well Fargo Bank , National Association, as Administrative Agent, and the lenders signatory thereto. 3.1 Second Amended and Restated Bylaws ofLiberty Energy Inc. , as amended effectiveJanuary 24, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
*Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. A
copy of any omitted exhibit or schedule will be furnished supplementally to the
--------------------------------------------------------------------------------
© Edgar Online, source