Attached files
| file | filename |
|---|---|
| EX-10.1 - AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT - DAKOTA PLAINS HOLDINGS, INC. | dakota163053_ex10-1.htm |
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
September 1, 2016
Date of Report (Date of Earliest Event Reported)
Dakota Plains Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 001-36493 | 20-2543857 |
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 294 Grove Lane East Wayzata, Minnesota |
55391 |
| (Address of Principal Executive Offices) | (Zip Code) |
(952) 473-9950
(Registrant’s Telephone Number, Including Area Code)
| (Former Name or Former Address, if Changed Since Last Report.)
|
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 (see General Instruction A.2):
| ☐ | 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)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 1, 2016, Dakota Plains Holdings, Inc. (the “Company”) and certain of its subsidiaries entered into an Amendment No. 2 to Forbearance Agreement (the “Amendment”) to amend the Forbearance Agreement dated as of May 3, 2016 (as amended by that certain Amendment No. 3 to Revolving Credit and Term Loan Agreement, Amendment No. 1 to Forbearance Agreement and One Time Waiver of Revolving Loan Borrowing Requirements dated as of July 5, 2016 (“Amendment No. 1 to Forbearance Agreement), by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, the Company, DPTS Marketing LLC, Dakota Petroleum Transport Solutions, LLC and DPTS Sand, LLC, the lenders from time to time party thereto (the “Lenders”), and SunTrust Bank (“SunTrust”), as administrative agent for the Lenders (the “Forbearance Agreement” and, as amended previously, the “Existing Forbearance Agreement”)).
Among other things, the Amendment amends the Existing Forbearance Agreement to extend the forbearance period until September 15, 2016, and the Company agrees to cooperate with the financial or restructuring advisor of the Administrative Agent in the performance of its duties.
The foregoing description of the material terms of the Amendment is qualified by the text of the Amendment, which is attached as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference. A copy of the Forbearance Agreement was filed as Exhibit 10.1 to the Company’s Form 8-K filed on May 5, 2016 and a copy of Amendment No. 1 to the Forbearance Agreement was filed as Exhibit 10.1 to the Company’s Form 8-K filed on July 8, 2016, each of which is also incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits | |||
| The following exhibits are filed with this Form 8-K: | ||||
| 10.1 | Amendment No. 2 to Forbearance Agreement, dated as of September 1, 2016, by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the subsidiary loan parties party thereto, the lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders | |||
| 10.2 | Amendment No. 3 to Revolving Credit and Term Loan Agreement, Amendment No. 1 to Forbearance Agreement and One Time Waiver Of Revolving Loan Borrowing Requirements, dated July 5, 2016, by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the subsidiary loan parties party thereto, the lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders (1) | |||
| 10.3 | Forbearance Agreement, dated as of May 3, 2016, by and among by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the subsidiary loan parties party thereto, the lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders(2) | |||
| (1) | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 8, 2016. | |||
| (2) | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 5, 2016. | |||
| 1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 6, 2016 | DAKOTA PLAINS HOLDINGS, INC. |
| /s/ James L. Thornton | |
| James L. Thornton Interim Chief Financial Officer, Executive Vice President, Strategy & General Counsel |
EXHIBIT INDEX
| Exhibit No. | Description | Manner of Filing | ||
| 10.1 | Amendment No. 2 to Forbearance Agreement, dated as of September 1, 2016, by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the subsidiary loan parties party thereto, the lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders | Filed Electronically | ||
| 10.2 | Amendment No. 3 to Revolving Credit and Term Loan Agreement, Amendment No. 1 to Forbearance Agreement and One Time Waiver Of Revolving Loan Borrowing Requirements, dated July 5, 2016, by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the subsidiary loan parties party thereto, the lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders | Incorporated by Reference | ||
| 10.3 | Forbearance Agreement, dated as of May 3, 2016, by and among by and among Dakota Plains Transloading, LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, Dakota Plains Holdings, Inc., the subsidiary loan parties party thereto, the lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders | Incorporated by Reference | ||