UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 a Material Definitive Agreement. |
On March 29, 2024, Quest Resource Holding Corporation (the “Company”) and certain of its domestic subsidiaries entered into an amendment (the “Monroe Fifth 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, as further amended by that certain Fourth Amendment to Credit Agreement, dated as of December 2, 2022, 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 Fifth Amendment, among other things, changed the termination date established under the Monroe Credit Agreement to October 19, 2026. The information contained in Exhibit 10.1 filed herewith is hereby incorporated by reference into this Item 1.01.
On March 29, 2024, the Company and certain of its domestic subsidiaries entered into an amendment (the “PNC Fourth Amendment”) to that certain Loan, Security and Guaranty Agreement, dated as of August 5, 2020 (as amended by that 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, 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, extend the maturity date, adjust the rate of interest, charge certain fees, increase the amount of Revolving Credit Commitments (as defined in the PNC Loan Agreement) and provide for an equipment term loan line of up to $5 million. The information contained in Exhibit 10.2 filed herewith is hereby incorporated by reference to this Item 1.01.
In connection with the Monroe Fifth Amendment and the PNC Fourth Amendment, PNC Bank and Monroe Capital Management Advisors, LLC entered into the Second 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 Fifth Amendment, the PNC Fourth 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 Fifth Amendment, the PNC Fourth 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 Fifth Amendment and PNC Fourth 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 April 1, 2024, the Company announced its entry into the Monroe Fifth Amendment and the PNC Fourth 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: April 2, 2024 | By: | /s/ S. Ray Hatch | |
| Name: | S. Ray Hatch | ||
| Title: | President and Chief Executive Officer | ||