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

 

Date of Report April 26, 2021

(Date of earliest event reported)

 

ENSV20210430_8KIMG001.JPG

Enservco Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-36335

 

84-0811316

(State or other jurisdiction of

incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

14133 County Road 9½

Longmont, Colorado 80504

 

(Address of principal executive offices) (Zip Code)

 

(303) 333-3678

(Registrants 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:

 

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, $0.005 par value

ENSV

NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

 

On April 26, 2021, Enservco Corporation (“we” or the “Company”) entered into a Seventh Amendment to the Loan and Security Agreement (the “Amendment”) related to its credit facility (the “Credit Facility”) with the East West Bank (the “Bank”) pursuant to which, in addition to their obligation to pay all outstanding principal and interest accrued on the Revolving Advances and the Equipment Loan on the Maturity Date (as defined in the Sixth Amendment to the Loan and Security Agreement), the Company agreed to repay the outstanding principal amount of the Equipment Loan in monthly installments equal to One Hundred Sixteen Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($116,666.67) each, commencing on November 15, 2021, and on the fifteenth (15th) day of each succeeding month thereafter, until the Maturity Date. This Amendment reflects an agreement reached in connection with the Sixth Amendment to the Loan and Security Agreement, but was not reflected in such amendment.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 is hereby incorporated by reference into this Item 2.03.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)     Exhibits

 

Exhibit

Number

 

Description

     
     

10.1

 

Seventh Amendment to the Loan and Security Agreement and Waiver, dated as of February 1, 2021, by and among Enservco Corporation, a Delaware corporation, Dillco Fluid Service, Inc., a Kansas corporation, Heat Waves Hot Oil Service LLC, a Colorado limited liability company, Heat Waves Water Management LLC, a Colorado limited liability company, and Adler Hot Oil Service, LLC, a Delaware limited liability company, and East West Bank.

     

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 30, 2021.

 

 

Enservco Corporation

   
     
     
 

By:

 /s/ Richard A. Murphy

   

 Richard A. Murphy, Executive Chairman

 

 

Exhibit 10.1

 

SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

 

THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of April 2(0, 2021, is entered into by and between ENSERVCO CORPORATION, a Delaware corporation, DILLCO FLUID SERVICE, INC., a Kansas corporation, HEAT WAVES HOT OIL SERVICE LLC, a Colorado limited liability company, HEAT WAVES WATER MANAGEMENT LLC, a Colorado limited liability company, and ADLER HOT OIL SERVICE, LLC, a Delaware limited liability company (collectively, "Borrowers"), on the one hand, and EAST WEST BANK, a California banking corporation ("Lender"), on the other hand with reference to the following facts:

 

RECITALS

 

A.           Borrowers and Lender previously entered into that certain Loan and Security Agreement, dated as of August 10, 2017, as amended by the First Amendment to Loan and Security Agreement dated as of November 20, 2017, the Second Amendment to Loan and Security Agreement dated as of October 26, 2018, the Third Amendment to Loan and Security Agreement and Waiver dated as of August 14, 2019, the Fourth Amendment to Loan and Security Agreement dated as of July 6, 2020, the letter from Lender to Administrative Borrower dated August 10, 2020, the letter from Lender to Administrative Borrower dated September 14, 2020, the Fifth Amendment to Loan and Security Agreement and Waiver dated as of September 23, 2020, and the Sixth Amendment to Loan and Security Agreement (the "Sixth Amendment") dated as of February 1, 2021 (collectively, the "Loan Agreement").

 

B.           Borrowers and Lender wish to amend the Loan Agreement as set forth below. NOW, THEREFORE, the parties hereto agree as follows:

 

1.            Defined Terms. All capitalized terms used in this Amendment without definition shall have the respective meanings specified for such terms in the Loan Agreement.

 

2.            Amortization Payments. In addition to their obligation to pay all outstanding principal and interest accrued on the Revolving Advances and the Equipment Loan on the Maturity Date (as defined in the Sixth Amendment), Borrowers shall repay the outstanding principal amount of the Equipment Loan in monthly installments equal to One Hundred Sixteen Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($116,666.67) each, commencing on November 15, 2021, and on the fifteenth (15th) day of each succeeding month thereafter, until the Maturity Date.

 

3.            Condition Precedent. The effectiveness of this Amendment shall be subject to Lender's receipt of this Amendment, duly executed by each Borrower.

 

4.            Miscellaneous.

 

(a)           Survival of Representations and Warranties. All representations and warranties made in the Loan Agreement or in any other Loan Document shall survive the execution and delivery of this Amendment.

 

(b)           References to the Loan Agreement. The Loan Agreement, each of the other Loan Documents, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof, or pursuant to the terms of the Loan Agreement as amended hereby, are hereby amended so that any reference therein to the Loan Agreement shall mean a reference to the Loan Agreement as amended by this Amendment.

 

 

 

(c)           Loan Agreement Remains in Effect. The Loan Agreement and the other Loan Documents remain in full force and effect, and each Borrower hereby ratifies and confirms its agreements and covenants contained therein.

 

(d)           Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

 

(e)           Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California applied to contracts to be performed wholly within the State of California.

 

(f)           Counterparts. This Amendment may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. If any signature to this Amendment is delivered by facsimile transmission or by e-mail delivery of a ".pdf' format data file, such signature shall create a valid and binding obligation of the party executing this Amendment (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf' signature page were an original hereof.

 

(g)           Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

 

(h)           Expenses of Lender. Borrowers jointly and severally agree to pay on demand all costs and expenses reasonably incurred by Lender in connection with the preparation, negotiation and execution of this Amendment, including, without limitation, the reasonable fees and expenses of Lender's legal counsel.

 

(i)           NO ORAL AGREEMENTS. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES HERETO WITH REGARD TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.

 

[Remainder of page intentionally left blank. Signature page(s) follow(s).]

 

2

 

IN WITNESS WHEREOF, the parties hereto have entered into this Amendment by their respective duly authorized officers as of the date first above written.

 

  BORROWERS:  
         
  ENSERVCO CORPORATION,  
  a Delaware corporation  
         

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Marjorie A. Hargrave

 

 

Name:

 Marjorie A. Hargrave

 

 

Title:

 President and CFO

 

         
         
  DILLCO FLUID SERVICE, INC.,  
  a Kansas corporation  
         
         
         
  By:   /s/ Marjorie A. Hargrave  
  Name:  Marjorie A. Hargrave  
  Title:  President and CFO  
         
         
  HEAT WAVES HOT OIL SERVICES LLC,  
  a Colorado limited liability company  
         
         
         
  By:   /s/ Marjorie A. Hargrave  
  Name:  Marjorie A. Hargrave  
  Title:  President and CFO  
         
         
  HEAT WAVES WATER MANAGEMENT, LLC,  
  a Colorado limited liability company  
         
         
         
  By:   /s/ Marjorie A. Hargrave  
  Name:  Marjorie A. Hargrave  
  Title:  President and CFO  
         
         
  ADLER HOT OIL SERVICE, LLC, a Delaware  
  limited liability company  
         
         
         
  By:   /s/ Marjorie A. Hargrave  
  Name:  Marjorie A. Hargrave  
  Title:  President and CFO  

 

 

 

 

 

LENDER:

 

     
  EAST WEST BANK,  
  a California banking corporation  

 

 

 

 

 

 

 

 

 

By:

SIGNATURE.JPG

 

 

 

Frank Chan

 

 

 

Senior Vice President

 

 

 

 

Seventh Amendment to Loan and Security Agreement