ProFrac (NASDAQ: ACDC) secures new $300M ABL and extends debt maturity
Rhea-AI Filing Summary
ProFrac Holding Corp. refinanced its asset-based lending arrangements by entering into a new senior secured revolving credit facility for up to $300 million with Eclipse Business Capital. The facility, secured by substantially all assets of the borrower and guarantors, matures on July 1, 2030 and includes an uncommitted accordion of up to $25 million.
Loans bear interest at Adjusted Term SOFR plus 4.25% until January 1, 2027, then at either a base rate or Adjusted Term SOFR plus margins tied to availability and fixed charge coverage. ProFrac used this facility, together with cash on hand, to repay and terminate its prior $275 million JPMorgan ABL facility. A related supplemental indenture increased the permitted credit-facility debt basket for the company’s senior secured floating rate notes from $275 million to $325 million.
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Insights
ProFrac refinances its ABL, modestly ups capacity and extends maturity.
ProFrac replaced its prior $275 million JPMorgan asset-based loan with a new Eclipse facility providing up to $300 million in revolving commitments, plus an uncommitted $25 million accordion. The facility is secured by substantially all borrower and guarantor assets and runs through July 1, 2030.
Pricing is based on Adjusted Term SOFR or a base rate with margins up to 4.50%, and includes a springing fixed charge coverage covenant of 1.0x when availability is tight. A supplemental indenture lifts the notes’ credit-facility debt basket from $275 million to $325 million, aligning bond covenants with the larger ABL capacity.
Overall, this appears to be a routine refinancing that slightly increases liquidity and pushes out ABL maturity, with customary covenants and events of default. Actual impact on leverage and liquidity will depend on future borrowing levels and operating performance rather than the facility size alone.
8-K Event Classification
Key Figures
Key Terms
asset-based revolving credit facility financial
uncommitted accordion financial
fixed charge coverage ratio financial
Senior Secured Floating Rate Notes financial
events of default financial
change of control financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into Material Definitive Agreements. |
On July 1, 2026, ProFrac Holdings II, LLC, a Texas limited liability company (the “Borrower”) and an indirect subsidiary of ProFrac Holding Corp. (the “Company”), ProFrac Holdings, LLC, a Texas limited liability company (“Holdings”), the other guarantors party thereto, the lenders party thereto and Eclipse Business Capital LLC, as agent, collateral agent, swingline lender and lead arranger and bookrunner (in such capacities, the “Agent”), entered into a Credit Agreement (the “Eclipse Credit Agreement”), which provides for a senior secured asset-based revolving credit facility. Capitalized terms used and not otherwise defined in this summary of the Eclipse Credit Agreement have the meanings provided in the Eclipse Credit Agreement.
The Eclipse Credit Agreement provides for, among other things, the following material terms: (a) a maximum revolver amount of $300.0 million as of the closing date, subject to an uncommitted accordion permitting increases of up to $25.0 million in the aggregate, with availability subject to a borrowing base based on accounts receivable and inventory; (b) a scheduled maturity of July 1, 2030; (c) revolving loans bearing interest, at the Borrower’s option, at a rate based on adjusted term SOFR (subject to a 2.00% floor) plus an applicable margin ranging from 4.00% to 4.50%, or a base rate plus an applicable margin ranging from 3.00% to 3.50%, in each case determined by reference to a pricing grid based on average historical availability and fixed charge coverage ratio; (d) an unused line fee of 0.500% per annum; and (e) a springing minimum fixed charge coverage ratio of 1.00 to 1.00, tested only during a covenant testing period when Availability is less than 10% of Gross Availability. The obligations under the Eclipse Credit Agreement are guaranteed by Holdings and the other guarantors party thereto and are secured by liens on substantially all of the assets of the Borrower and the guarantors. The Borrower used borrowings under the Eclipse Credit Agreement, together with cash on hand, to refinance and repay in full its obligations under, and to terminate, the Preexisting Credit Agreement described in Item 1.02 below.
The foregoing description of the Eclipse Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Eclipse Credit Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On July 1, 2026, the Borrower, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, calculation agent and collateral agent, entered into a Seventh Supplemental Indenture (the “Seventh Supplemental Indenture”) to the Indenture, dated as of December 27, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), governing the Borrower’s Senior Secured Floating Rate Notes due 2029 (the “Notes”). The Seventh Supplemental Indenture was entered into with the consent of the holders of a majority in aggregate principal amount of the outstanding Notes.
The Seventh Supplemental Indenture amended the Indenture to increase, from $275.0 million to $325.0 million, the amount of indebtedness under credit facilities that the Borrower and its restricted subsidiaries are permitted to incur under the applicable debt covenant in the Indenture.
The foregoing description of the Seventh Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Seventh Supplemental Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 1.02 | Termination of a Material Definitive Agreement. |
On July 1, 2026, the Borrower repaid in full all outstanding obligations under, and terminated, that certain Credit Agreement, dated as of March 4, 2022, by and among the Borrower, Holdings, the other guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Preexisting Credit Agreement”). The Preexisting Credit Agreement provided for a senior secured asset-based revolving credit facility. Upon such repayment and termination, all commitments under the Preexisting Credit Agreement were terminated and all liens securing the obligations thereunder were released.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above with respect to the Eclipse Credit Agreement is incorporated by reference into this Item 2.03.
| Item 7.01 | Regulation FD Disclosure. |
On July 6, 2026, ProFrac issued a press release regarding the Eclipse Credit Agreement and the Seventh Supplemental Indenture. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the press release attached hereto as Exhibit 99.1, shall not be deemed “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 such information be deemed incorporated by reference in any 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.
Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release may contain forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1* | Seventh Supplemental Indenture, dated as of July 1, 2026, by and among ProFrac Holdings II, LLC, a Texas limited liability company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, calculation agent and collateral agent. | |
| 10.1* | Credit Agreement, dated as of July 1, 2026, by and among ProFrac Holdings II, LLC, a Texas limited liability company, ProFrac Holdings, LLC, a Texas limited liability company, the other guarantors party thereto, the lenders party thereto and Eclipse Business Capital LLC, as agent, collateral agent, swingline lender and lead arranger and bookrunner. | |
| 99.1 | Press Release, dated July 6, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROFRAC HOLDING CORP. | ||
| Dated: July 6, 2026 | By: | /s/ Steven Scrogham |
| Steven Scrogham | ||
| Chief Legal Officer, Chief Compliance Officer and Corporate Secretary | ||
Exhibit 99.1
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News Release |
| Contacts: | ProFrac Holding Corp. | |
| Austin Harbour – Chief Financial Officer | ||
| Michael Messina – SVP of Finance | ||
| investors@pfholdingscorp.com | ||
| ICR, Inc. | ||
| PFHoldingsIR@icrinc.com |
ProFrac Holding Corp. Completes Refinancing of Asset-Based Lending Facility and Enhances Financial Flexibility
WILLOW PARK, TX – July 6, 2026 – ProFrac Holding Corp. (NASDAQ: ACDC) ("ProFrac" or the "Company") today announced that, on July 1, 2026, ProFrac Holdings II, LLC, as borrower (the “ABL Borrower”), the guarantors party thereto and the lenders party thereto entered into a new credit agreement with Eclipse Business Capital LLC (“Eclipse”), as agent, collateral agent, swingline lender, lead arranger and bookrunner, providing for a $300 million asset-based revolving credit facility (the “Eclipse ABL Credit Facility”), which refinanced and replaced the Company’s preexisting $275 million asset-based revolving credit facility under that certain Credit Agreement, dated as of March 4, 2022, with JPMorgan Chase Bank, N.A., as agent and collateral agent, as most recently amended by the Ninth Amendment to Credit Agreement, dated as of March 3, 2026 (the “Preexisting JPM ABL Facility”). The Eclipse ABL Credit Facility will mature in July 2030.
Highlights
| · | Refinances the Preexisting JPM ABL Facility, which would mature in September 2027, with the Eclipse ABL Credit Facility, which matures in July 2030 |
| · | Provides improved borrowing base terms to position the Company with increased liquidity |
| · | Improves maximum facility size from $275 million to $300 million |
| · | Extends the Company’s ABL maturity profile and provides additional runway |
Transaction Overview
Proceeds of loans under the Eclipse ABL Credit Facility were used to repay amounts outstanding under the Preexisting JPM ABL Facility and to pay certain fees and expenses. This refinancing transaction provides the Company with additional liquidity compared to the Preexisting JPM ABL Facility and an extended ABL maturity profile to support continued execution of its strategic initiatives. The credit agreement governing the Eclipse ABL Credit Facility (the “Eclipse Credit Agreement”) provides for revolving commitments of up to $300 million on the closing date, compared to $275 million under the Preexisting JPM ABL Facility, and includes an uncommitted accordion feature that permits the ABL Borrower to request increases in the facility of up to $25 million in the aggregate, subject to the terms and conditions set forth therein, for a maximum facility size of up to $325 million.
The Eclipse ABL Credit Facility is secured by liens on substantially all of the assets of the ABL Borrower and the guarantors, subject to permitted liens, certain exceptions and the applicable intercreditor agreement. The liens securing the Eclipse ABL Credit Facility are first-priority liens on current asset collateral and, to the extent applicable, second-priority liens on fixed asset collateral.
Borrowings under the Eclipse Credit Agreement bear interest at Adjusted Term SOFR plus 4.25% until January 1, 2027, and thereafter at a per annum rate equal to either (i) the Base Rate plus an applicable margin ranging from 3.00% to 3.50% or (ii) Adjusted Term SOFR plus an applicable margin ranging from 4.00% to 4.50%, in each case based on availability and a fixed charge coverage ratio pricing grid.
The Eclipse Credit Agreement matures on July 1, 2030, unless terminated earlier in accordance with its terms, and borrowings thereunder are subject to customary conditions precedent. The Eclipse Credit Agreement also contains various representations, warranties and affirmative and negative covenants that the Company considers customary for asset-based lending facilities.
The Eclipse Credit Agreement contains customary events of default, including, without limitation, nonpayment of principal, reimbursement obligations in respect of letters of credit, interest, fees or other amounts, material inaccuracy of representations and warranties, covenant defaults, cross-defaults to certain material indebtedness, insolvency proceedings, judgments, ERISA events, change of control and certain invalidity or unenforceability events. During the continuance of an event of default, the applicable interest rate may increase by 2.00%, subject to certain exceptions and cure rights.
The foregoing description is a summary of the material terms of the Eclipse Credit Agreement and is not complete and is subject to, and qualified in its entirety by, the complete text of the Eclipse Credit Agreement which will be filed as an exhibit to the Company’s Current Report on Form 8-K.
Advisors
Moelis & Company LLC acted as exclusive placement agent, and Gibson, Dunn & Crutcher LLP acted as legal counsel to ProFrac in connection with the refinancing.
About ProFrac Holding Corp.
ProFrac Holding Corp. is a technology-focused, vertically integrated, innovation-driven energy services holding company providing hydraulic fracturing, proppant production, other completion services and other complementary products and services including distributed power generation to leading upstream oil and natural gas companies engaged in the exploration and production (“E&P”) of North American unconventional oil and natural gas resources throughout the United States. ProFrac operates in four business segments: Stimulation Services, Proppant Production, Manufacturing, and Flotek. For more information, please visit ProFrac’s website at www.PFHoldingsCorp.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be accompanied by words such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “momentum,” or similar words. Forward-looking statements relate to future events or the Company’s future financial or operating performance. These forward-looking statements include, among other things, statements regarding: the Company’s strategies and plans for growth; the Company’s positioning, resources, capabilities, and expectations for future performance; customer, market and industry demand and expectations; customer contracts, activity, relations, or pricing; fleet deployment levels; the Company’s expectations about price fluctuations, global activity, market reactions and macroeconomic conditions impacting the industry; competitive conditions in the industry; success of the Company’s ongoing strategic initiatives; the Company’s intention to increase the number of fully integrated fleets; the Company’s currently expected guidance regarding its 2026 financial and operational results; the Company’s ability to earn its targeted rates of return; the Company’s ability to achieve or realize benefits from its asset optimization program; pricing of the Company’s services in light of the prevailing market conditions; the Company’s currently expected guidance regarding its planned capital expenditures; statements regarding the Company’s liquidity and debt obligations; the Company’s anticipated timing for operationalizing and amount of contribution from its fleets and its sand mines; the amount of capital that may be available to the Company in future periods; any financial or other information based upon or otherwise incorporating judgments or estimates relating to future performance, events or expectations; any estimates and forecasts of financial and other performance metrics; and the Company’s outlook and financial and other guidance. Such forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the ability to achieve the anticipated benefits of the Company’s acquisitions, mining operations, and vertical integration strategy, including risks and costs relating to integrating acquired assets and personnel; risks that the Company’s actions intended to achieve its 2026 financial and operational guidance will be insufficient to achieve that guidance, either alone or in combination with external market, industry or other factors; the failure to operationalize or utilize to the extent anticipated the Company’s fleets and sand mines in a timely manner or at all; the Company’s ability to deploy capital in a manner that furthers the Company’s growth strategy, as well as the Company’s general ability to execute its business plans; the risk that the Company may need more capital than it currently projects or that capital expenditures could increase beyond current expectations; risks regarding the ability to access to additional capital on acceptable terms or at all; industry conditions, including fluctuations in supply, demand and prices for the Company’s products and services and for oil and natural gas; global and regional economic and financial conditions, including as they may be affected by hostilities in the Middle East and in Ukraine, as well as the instability in Venezuela; the effectiveness of the Company’s risk management strategies; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov.
Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved, in whole or part, or that any of the contemplated results of such forward-looking statements will be realized, including without limitation any expectations about the Company’s operational and financial performance or achievements through and including 2026. There may be additional risks about which the Company is presently unaware or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, it expressly disclaims any duty to update these forward-looking statements, except as otherwise required by law.