Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Plans
During the quarter ended June 30, 2025, none of our directors or Section 16 officers informed us of the adoption , modification, or termination of any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).
Termination of ABL Facility
In connection with the Company’s entry into the Credit Agreement, on July 24, 2025, the Company terminated the ABL Facility. As of the Termination Date, (i) the outstanding debt under the Company’s ABL Facility was repaid in full, (ii) the outstanding liabilities with respect to obligations under the Company’s ABL Facility were released and discharged, (iii) all liens, security interests and guaranties under the ABL Facility were released and terminated and (iv) all letters of credit issued and outstanding under the ABL Facility were continued as letters of credit issued and outstanding under the Revolving Credit Facility. A portion of the proceeds from the Revolving Credit Facility were used to pay off the outstanding debt under the ABL Facility.
Entry into the Credit Agreement
On July 24, 2025, the Borrowers and the Company, as parent guarantor, JPMorgan Chase Bank, N.A., as administrative agent, sole book runner and joint lead arranger, and certain other lenders party thereto entered into the Credit Agreement.
Among other things, the Credit Agreement provides for a revolving credit facility with initial revolving commitments of $750.0 million subject to certain borrowing base limitations based on a percentage of eligible accounts receivable and inventory. The Revolving Credit Facility includes a $50.0 million sublimit for the issuance of standby letters of credit and an accordion feature allowing up to $200.0 million of additional revolving commitments, subject to certain conditions. The proceeds of the loans advanced under the Credit Agreement will be used for purposes of (i) repaying, in full, the outstanding principal, accrued interest and accrued fees and expenses owing under or in connection with the ABL Facility (defined above), (ii) paying fees and expenses incurred in connection with the Credit Agreement, and (iii) other general corporate purposes of the Borrowers. As of July 25, 2025, the borrowing base under the Revolving Credit Facility was calculated to be $499.7 million and $231.0 million was outstanding under the Revolving Credit Facility, in addition to letters of credit totaling $14.0 million.
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All outstanding advances under the Credit Agreement are due and payable in full on July 24, 2030. The Credit Agreement is collateralized by accounts receivable, inventory and equipment including generator components and certain generator units. The Credit Agreement requires a negative pledge with respect to all other assets of the Company and its subsidiaries (subject to certain exceptions). The Borrowers’ obligations under the Credit Agreement are guaranteed by the Company, as parent guarantor, and all other subsidiaries of the Company that are neither Borrowers nor designated as unrestricted subsidiaries.
The interest rates applicable to advances made under the Credit Agreement will be calculated, at the Company’s option, by using either a (i) base rate, which is defined as the greatest of (a) the federal funds rate plus 0.5%, (b) adjusted term SOFR for a one month tenor in effect on such day plus 1.0% and (c) JPMorgan’s prime rate, or (ii) adjusted term SOFR, and in each case, plus an applicable SOFR margin of 2.0% to 2.25% or applicable base rate margin of 1.0% to 1.25%, depending on the Company’s most recent net leverage ratio. The average monthly unused commitment under the Revolving Credit Facility is subject to an unused commitment fee of 0.25% to 0.375%.
The Credit Agreement contains customary representations and warranties and certain covenants that limit (subject to certain exceptions) the ability of the Company and the Borrowers to, among other things, (i) incur or guarantee additional indebtedness, (ii) incur or suffer to exist liens, including liens securing indebtedness, (iii) make investments, (iv) consolidate, merge or transfer all or substantially all of their assets, (v) sell assets, (vi) pay dividends or other distributions on, or redeem or repurchase, capital stock, (vii) enter into transactions with affiliates and (viii) enter into certain agreements that could constitute a negative pledge. In addition, the Credit Agreement contains financial covenants that require the Company’s (i) leverage ratios to be less than certain maximum levels and (ii) if liquidity drops below a specific level, fixed charge coverage ratio to exceed certain minimum levels, in each case, as defined and calculated according to the procedures set forth in the Credit Agreement.
The Credit Agreement also contains customary events of default. If such an event of default occurs, the lenders would be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement and actions permitted to be taken by a secured creditor.
The lenders that are parties to the Credit Agreement and their respective affiliates are full-service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services. Certain of these financial institutions and their respective affiliates have provided, and may in the future provide, certain of these services to the Company and the Borrowers and to persons and entities with relationships with the Company and the Borrowers, for which they received or will receive customary fees and expenses.
The foregoing description of the Credit Agreement is a summary only and does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, a copy of which is filed, with confidential information redacted, as Exhibit 10.1 to this Quarterly Report on Form 10-Q.
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Item 6. Exhibits
The exhibits required to be filed by Item 6 are set forth in the Exhibit Index included below.
INDEX TO EXHIBITS
Exhibit
Number
Description
3.1 Secon d Amended and Restated Certificate of Incorporation of Liberty Energy Inc. *
3.2 Second Amended and Restated Certificate of Incorporation of Liberty Energy Inc. , marked to show amendments effective April 15, 2025 *
3.3 Third Amended and Restated Bylaws of Liberty Energy Inc. *
3.4 Third Amended and Restated Bylaws of Liberty Energy Inc ., marked to show amendments effective April 15, 2025 *
10.1 Credit Agreement, dated July 24, 2025, by and among JPMorgan Chase Bank, N.A., as administrative agent, sole book runner and joint lead arranger and certain other lenders party thereto, Liberty Energy Services LLC, Freedom Proppant LLC, Liberty Power Innovations LLC, LOS Leasing Company LLC, Liberty Advanced Equipment Technologies LLC and Proppant Express Solutions, LLC, as borrowers, and Liberty Energy Inc., as parent guarantor *+
10.2 Guaranty and Security Agreement, dated July 24, 2025, by and among JPMorgan Chase Bank, N.A, as agent, Liberty Energy Services LLC, Liberty Energy Inc., Freedom Proppant LLC, Liberty Power Innovations LLC, LOS Leasing Company LLC, Liberty Power & Logistics LLC, Liberty Power Real Estate Company LLC, Liberty Power Trucking LLC, Liberty Energy RE Holdings LLC, Liberty Advanced Equipment Technologies LLC, Proppant Express Solutions, LLC, IMG Midstream LLC, IMG Solar LLC, IMG Development LLC, IMG Energy Services LLC, PG Solar LLC, Jackson Falls Solar LLC, McFarland Solar LLC, McLane Solar LLC, Garret's Run Solar LLC, Glade Run Solar LLC, McVille Solar LLC, River Hawk Solar LLC, Lorain Solar LLC and Perry Solar LLC, as grantors *+
31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) *
31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) *
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
95 Mine Safety Disclosure *
101.INS XBRL Instance Document *
101.SCH XBRL Taxonomy Extension Schema Document *
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document *
101.LAB XBRL Taxonomy Extension Label Linkbase Document *
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document *
101.DEF XBRL Taxonomy Extension Definition Linkbase Document *
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *
* Filed herewith.
** Furnished herewith.
+ All schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
/s/ Ron Gusek
Date: July 25, 2025 By: Ron Gusek
Chief Executive Officer and Director (Principal Executive Officer)
/s/ Michael Stock
Date: July 25, 2025 By: Michael Stock
Chief Financial Officer (Principal Financial Officer)
/s/ Ryan T. Gosney
Date: July 25, 2025 By: Ryan T. Gosney
Chief Accounting Officer and Vice President of Finance (Principal Accounting Officer)
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