Ranger Energy Services: Significant Definitive Agreements (Form 8-K)

Conclusion of important definitive agreements

Basic transaction

On September 23, 2021, the bankruptcy court approved the previously announced asset purchase agreement by and between Ranger Energy Acquisition, LLC (the “Purchaser”), a Delaware corporation and a controlled subsidiary of Ranger Energy Services, Inc. (the “Company”), Basic Energy Services, Inc. (“Basic”) and certain of its subsidiaries (the “Basic Sellers”) under which, the Buyer will acquire assets associated with the segments of Basic Sellers activity outside of the State of California (excluding the water logistics activity), in particular all assets in the well maintenance service line, all assets in the well maintenance lines, fishing and rental tool service, all assets in the coiled tubing service line, all rolling stock assets necessary to support purchased operating assets and actual property locations including, but not including s ” limit, real estate held in New Mexico, Oklahoma and Texas (collectively, the “Base Assets”) (the “Base Transaction”).

The Basic Transaction represents an offer under sections 363 and 365 of the US Bankruptcy Code in connection with the Chapter 11 filing of Basic. The basic APP was concluded in accordance with tender procedures approved by the bankruptcy court. The basic transaction was approved by the bankruptcy court in a hearing on September 23, 2021. The section 363 sale process for basic assets is expected to be completed by the end of September 2021.

The foregoing summary is qualified in its entirety by the full text of the core APA, which the Company will file with or before the next periodic report of the Company.

Loan and Guarantee Agreement

On September 27, 2021, RNGR Energy Services, LLC (“Ranger LLC”), a Delaware limited liability company and controlled subsidiary of the Company, entered into a loan and guarantee agreement (the “Loan Agreement”) with Eclipse Business Capital LLC (“EBC”) and Eclipse Business Capital SPV, LLC (“EBC SPV”), providing Ranger LLC with the previously announced senior secured credit facility in the aggregate principal amount of $ 77.5 million (the “Credit Facility”), consisting of (i) a revolving credit facility in the aggregate principal amount of $ 50 million (the “Revolving Credit Facility”), (ii) a term loan facility M&E in an aggregate principal amount of up to $ 12.5 million (the “M&E Term Loan Facility”) and (iii) a B term loan facility in the aggregate principal amount of up to $ 15 million dollars (the “B Term Loan Facility”).

On September 27, 2021, the M&E term loan facility was fully utilized to repay existing debt owed to (x) Wells Fargo Bank, National Association under a credit agreement dated August 16, 2017, and (y) Encina Equipment Finance SPV, LLC under a financing agreement dated June 22, 2018. The revolving credit facility was used in part on September 27, 2021 to (x) repay existing debt owed to Wells Fargo Bank, National Association with respect to a credit agreement dated August 16, 2017, and (y) pay the fees, costs and expenses incurred under the credit facility. The unused portion of the revolving credit facility is available (a) to finance working capital and other overhead costs of the business and (b) for other authorized uses, including the financing of authorized investments. and restricted payments. The B term loan facility is not currently in use.

EBC is the sole administrative and guarantee agent for the credit facility. EBC SPV is the only lender of the Credit Facility.

The credit facility is guaranteed by the Company and certain controlled subsidiaries of Ranger LLC. The credit facility is secured by substantially all of the assets of the Company, Ranger LLC and the guarantors, subject to certain customary exceptions.

The credit facility is expected to mature on September 26, 2025. Optional prepayments of borrowings under the credit facility will be permitted at any time.

The interest rate on the revolving credit facility is LIBOR + 5.00%, with future decreases as the excess availability of Ranger LLC increases under the revolving credit facility. The interest rate on the M&E term loan facility is LIBOR + 8.00%, and the interest rate on the B term loan facility is LIBOR + 12.00%.

The loan agreement includes the usual representations, guarantees, affirmative covenants, negative covenants and events of default.

The foregoing description of the Loan Agreement is not complete and is qualified in its entirety by reference to the full text of the Loan Agreement, which is attached as Exhibit 10.2 to this current report on Form 8-K and incorporated by reference herein.

Amended LLC Agreement

In connection with the entry of Ranger LLC and its subsidiaries into the loan agreement, the Company, in its capacity as a managing member of Ranger LLC, entered into the First Amendment to the Amended Limited Liability Company Agreement and reworded from Ranger LLC to provide that the units of Ranger LLC must be exclusively in uncertified form.

The foregoing description of the First Amendment to the Amended and Restated Limited Liability Company Agreement of Ranger LLC is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as an exhibit. 10.3 to this current report on Form 8 -K and incorporated herein by reference.

Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant

The information in this Item 7.01 (including Exhibit 99.1) will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject. the responsibilities of this section and is not incorporated by reference in any filing under the Securities Act or the Exchange Act.

Financial statements and supporting documents