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: November 20, 2017
(Date of earliest event reported)
Enservco Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
001-36335 |
84-0811316 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
501 South Cherry Street, Suite 1000
Denver, Colorado 80246
(Address of principal executive offices) (Zip Code)
(303) 333-3678
(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:
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 November 20, 2017, Enservco Corporation (the “Company”) entered into a First Amendment and Waiver (the “Amendment and Waiver”) with respect to the Company's existing Loan and Security Agreement (the “2017 Credit Agreement”), dated November 20, 2017, by and among the Company and East West Bank, A California Banking Corporation (“East West Bank”).
Pursuant to the Amendment and Waiver, East West Bank waived an event of default with respect to the Company’s failure to satisfy the minimum fixed charge coverage ratio set forth in the 2017 Credit Agreement for the reporting period ended September 30, 2017, and permitted the Company to forego testing of its fixed charge coverage ratio as of October 31, 2017 and November 30, 2017. In connection with the Amendment and Waiver, the Company agreed to pay East West Bank an amendment fee in the amount of $20,000.
The foregoing description of the Amendment and Waiver does not purport to be complete and is qualified in its entirety by reference to such Amendment and Waiver, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
On November 21, 2017, the Company issued a press release to announce that East West Bank has granted the Company a waiver with respect to the above referenced event of default under the 2017 Credit Agreement and will forego testing of the fixed charge coverage ratio as of October 31, 2017 and November 30, 2017. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Current Report on Form 8-K furnished pursuant to Item 8.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished with this Current Report on Form 8-K:
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Exhibit No. |
Description |
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| First Amendment to Loan and Security Agreement and Waiver, dated November 20, 2017. | ||
| 99.1 | Press Release dated November 21, 2017. | |
SIGNATURE
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.
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ENSERVCO CORPORATION |
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Date: November 21, 2017. |
By: |
/s/ Ian Dickinson |
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Ian Dickinson |
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Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit No. |
Description |
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| First Amendment to Loan and Security Agreement and Waiver, dated November 20, 2017. | ||
| 99.1 | Press Release dated November 21, 2017. |