Quest Resource Holding Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 30, 2024, Quest Resource Holding Corporation (the “Company”) and certain of its domestic subsidiaries entered into an amendment (the “Monroe Sixth Amendment”) to that certain Credit Agreement, dated as of October 19, 2020 (as amended by that certain First Amendment to Credit Agreement, dated as of September 3, 2021, that certain Second Amendment to Credit Agreement, dated as of December 1, 2021, that certain Third Amendment to Credit Agreement, dated as of December 7, 2021, that certain Letter Agreement, dated as of August 9, 2022, that certain Fourth Amendment to Credit Agreement, dated as of December 2, 2022, as further amended by that certain Fifth Amendment to Credit Agreement, dated as of March 29, 2024, and as may be further amended, restated, supplemented, or otherwise modified from time to time, the “Monroe Credit Agreement”), with Monroe Capital Management Advisors, LLC, as administrative agent for the lenders thereto (the “Lenders”) and the Lenders. The Monroe Sixth Amendment, among other things, amended the Monroe Credit Agreement to reduce the interest rate from SOFR plus 750 basis points to SOFR plus 550 basis points, stepping down to SOFR plus 450 basis points depending on leverage from SOFR plus 550 basis points, extend the maturity date to June 2030, increase existing net leverage covenant levels, reduce prepayment premiums and provide for a $25 million delayed draw term loan commitment. The information contained in Exhibit 10.1 filed herewith is hereby incorporated by reference into this Item 1.01.
On December 30, 2024, the Company and certain of its domestic subsidiaries entered into an amendment (the “PNC Fifth Amendment”) to that certain Loan, Security and Guaranty Agreement, dated as of August 5, 2020 (as amended by the Joinder and First Amendment, dated as of October 19, 2020, as amended by the Joinder and Second Amendment, dated as of December 7, 2021, as amended by the Third Amendment to Loan, Security and Guaranty Agreement, dated as of December 2, 2022, as amended by the Fourth Amendment to Loan, Security and Guaranty Agreement, dated as of March 29, 2024, and as may be further amended restated, supplemented or otherwise modified from time to time, the “PNC Loan Agreement”), with PNC Bank, National Association, successor to BBVA USA, as a lender, and as administrative agent, collateral agent, and issuing bank, to, among other things, increase the revolver commitment from $35 million to $45 million, reduce the interest rate by approximately 40 basis points, improve borrowing base flexibility, and extend the maturity date to December 2029. The information contained in Exhibit 10.2 filed herewith is hereby incorporated by reference to this Item 1.01.
In connection with the Monroe Sixth Amendment and the PNC Fifth Amendment, PNC Bank and Monroe Capital Management Advisors, LLC entered into the Third Amendment to Intercreditor Agreement (the “Intercreditor Agreement Amendment”) setting forth their relative rights with respect to their interests in the collateral under their respective agreements.
The above description of the Monroe Sixth Amendment, the PNC Fifth Amendment and the Intercreditor Agreement Amendment does not purport to be a complete description of all the terms, provisions, covenants and agreements contained therein and is subject to, and qualified in its entirety by reference to, the full text of the Monroe Sixth Amendment, the PNC Fifth Amendment and the Intercreditor Agreement Amendment, which are filed herewith as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference into this Item 1.01.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Certain information with respect to the Monroe Sixth Amendment and PNC Fifth Amendment set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
| Item 8.01. | Other Events. |
On December 30, 2024, the Company announced its entry into the Monroe Sixth Amendment and the PNC Fifth Amendment. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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.
| QUEST RESOURCE HOLDING CORPORATION | |||
| Dated: December 30, 2024 | By: | /s/ Brett W. Johnston | |
| Name: | Brett W. Johnston | ||
| Title: | Senior Vice President and Chief Financial Officer | ||