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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): August 20, 2021
 
 
NexTier Oilfield Solutions Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Delaware   001-37988 38-4016639
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
(IRS Employer
Identification No.)
3990 Rogerdale Rd
                             Houston
Texas 77042
(Address of Principal Executive Offices) (Zip Code)
(713) 325-6000
(Registrant’s telephone number, including area code)
n/a
(Former Name or Former Address, if Changed Since Last Report)
 
 

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.01, par value NEX New York Stock Exchange
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:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company        ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   



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

On September 3, 2021, NexTier Completion Solutions Inc. (“Borrower”), a wholly-owned subsidiary of NexTier Oilfield Solutions, Inc., entered into a term note for $39,427,507 for an equipment financing loan. The equipment financing was pursuant to a Master Loan and Security Agreement (the “Master Agreement”) dated effective August 20, 2021, by and among Borrower, Tiger Cased Hole Solutions, Inc., a wholly-owned subsidiary of Borrower, as guarantor (the “Guarantor”), and Caterpillar Financial Services Corporation, as lender.

The Master Agreement provides for secured equipment financing term loans in an aggregate principal amount of up to $46.5 million (the “Equipment Loans”). The Equipment Loans may be drawn in multiple tranches, with each loan evidenced by a separate promissory note (a “Note”).

Each Note is secured on a first lien basis by the Equipment, as defined in the applicable Loan Schedule. Any proceeds from the Equipment Loans must be used to for payment or reimbursement for the Equipment subject to the loan. Notes will mature no later than June 1, 2025. The initial Note bears interest at rate of 5.25% per annum. Notes are fully and unconditionally guaranteed by the Guarantor. The Master Agreement and each Note contain customary affirmative and negative covenants, including limitations on further encumbrance of the collateral subject to the applicable loans under the Master Agreement.

The above description of the Master Agreement does not purport to be complete and is qualified in its entirety by reference to the Master Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being furnished as part of this report:
Exhibit Number Description
10.1*
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Furnished herewith.


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.


NEXTIER OILFIELD SOLUTIONS INC.
Dated: September 7, 2021 /s/KEVIN MCDONALD
Name: Kevin McDonald
Title: Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

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