Nine Energy Service, Inc. (NINE): M&A transaction — Nine Energy emerges from Chapter 11; old equity canceled, new common issued to noteholders

On the Plan Effective Date, pursuant to the Plan, the Company entered into a loan and security agreement (the “Exit Loan and Security Agreement”) with White Oak Commercial Finance, LLC, as agent, and the lenders from time to time party thereto, and on the terms and subject to the conditions set forth therein, each DIP Lender exchanged and converted on a cashless basis all of its loans under the DIP Loan and Security Agreement for loans under the Exit Loan and Security Agreement. The Exit Loan and Security Agreement provides for a first priority senior secured asset-based revolving credit facility consisting of $135.0 million in aggregate principal amount of revolving credit commitments (the “Exit ABL Facility”).

The amendments effected by the New Bylaws include, among other things: (i) permitting special meetings of stockholders to be called by the chair of the Board, the Company’s chief executive officer or the Company’s secretary upon the request of one or more stockholders who own at least 20% of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors as of the date such request is delivered to the Company’s secretary (as compared to such meetings only being able to be called by the Board under the Old Bylaws) and (ii) permitting amendments to the bylaws to be adopted at any meeting of stockholders by the affirmative vote of the holders of a majority (instead of 66 2 / 3 % under the Old Bylaws) of the voting power of the stock issued and outstanding and entitled to vote thereon.

The amendments effected by the New Certificate of Incorporation include, among other things: (i) an authorized share count of 85 million, consisting of 70 million shares of New Common Stock and 15 million shares of preferred stock (as compared to an authorized share count of 140 million, consisting of 120 million shares of Old Common Stock and 20 million shares of preferred stock under the Old Certificate of Incorporation), (ii) a declassification of the Board, such that all directors shall be elected annually for one-year terms (as compared to the Board being divided into three classes, with each class as nearly equal in number as possible, serving staggered three-year terms, under the Old Certificate of Incorporation), (iii) the ability to remove any director with or without cause with the affirmative vote of a majority vote of the voting power of the stock outstanding and entitled to vote thereon (as compared to the ability to remove any director only for cause with the affirmative

Pursuant to the Plan, on the Plan Effective Date, all of the Company’s equity interests, including the Old Common Stock, outstanding prior to the Plan Effective Date, were canceled and are now of no force and effect, and the Company issued shares of New Common Stock to the Former Senior Secured Noteholders. As of the Plan Effective Date, the Former Senior Secured Noteholders hold 100% of the outstanding shares of New Common Stock.

On the Plan Effective Date, pursuant to the Plan, the Company entered into a loan and security agreement (the “Exit Loan and Security Agreement”) with White Oak Commercial Finance, LLC, as agent, and the lenders from time to time party thereto, and on the terms and subject to the conditions set forth therein, each DIP Lender exchanged and converted on a cashless basis all of its loans under the DIP Loan and Security Agreement for loans under the Exit Loan and Security Agreement.