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Wells Fargo Agents $250MM ABL Facility for FTS International

February 26, 2018, 07:35 AM
Filed Under: Oil & Gas

FTS International, Inc. entered into a Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and the several lenders party thereto, pursuant to which the Lenders agreed to provide the Company an asset-based lending credit facility.  The ABL Facility provides the Company with an aggregate principal commitment of up to $250.0 million for revolving credit loans, with a sublimit of $50.0 million for letters of credit. Subject to some conditions, the ABL Facility may be increased up to an additional $100.0 million at the Company’s option if the Lenders agree to increase their commitments.  Availability under the ABL Facility is subject to a borrowing base comprised of, among other things, eligible accounts receivable, eligible unbilled accounts and eligible inventory. The ABL Facility has a five-year term, with an initial maturity date of February 22, 2023.

The ABL Facility is guaranteed, subject to some exceptions, by the Company’s current and future wholly owned domestic restricted subsidiaries (other than foreign subsidiary holding companies).  Under a Guaranty and Security Agreement (the “Security Agreement”), among the Company, the other parties thereto, and Wells Fargo, as administrative agent, and a Trademark Security Agreement (the “Trademark Security Agreement”), between FTS International Services, LLC and Wells Fargo, as administrative agent, each dated February 22, 2018, the obligations under the ABL Facility are, subject to some exceptions, secured by a continuing security interest in the Company’s and the subsidiary guarantors’ inventory, accounts receivable, some deposit accounts, intellectual property and the equity of some current and future wholly owned domestic subsidiaries, first-tier foreign subsidiaries and foreign subsidiary holding companies. On February 22, 2018, Wells Fargo, the administrative agent under the ABL Facility, entered into a joinder agreement (the “Joinder Agreement”) to the Junior Lien Intercreditor Agreement, dated April 16, 2014 (the “Intercreditor Agreement”), among the Company, the guarantors named therein, Wells Fargo, as collateral agent under the Term Loan Agreement, and U.S. Bank National Association (“U.S. Bank”), as collateral agent under the 2022 Notes.  The Intercreditor Agreement sets forth the relative priorities of each agent’s respective security interests and other matters relating to the administration of those respective security interests.

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