UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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: None
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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.
Settlement Agreement and Promissory Note
On April 14, 2023, EVO Transportation & Energy Services, Inc. (the “Company”), Titan CNG LLC, a wholly-owned subsidiary of the Company (“Titan CNG”), Falcon Capital, LLC (“Falcon”) and Scott Honour (a former member of the Company’s board of directors), entered into a Settlement Agreement (the “Settlement Agreement”) pursuant to which the parties settled the dispute between the Company and Titan, on the one hand, and Falcon and Mr. Honour, on the other hand, relating to that certain Loan Agreement, dated December 31, 2014, among Tradition Capital Bank, Titan El Toro LLC and Titan CNG, certain equipment located in Fort Worth, Texas, and compensation for board service.
Pursuant to the Settlement Agreement, (i) the parties settled all claims relating to the lawsuit by Falcon against Titan CNG and the Company, (ii) the Company agreed to pay Falcon $60,000, (iii) the Company issued Falcon an unsecured promissory note in the principal amount of $250,000 (the “Promissory Note”), (iv) Falcon released all security interests and liens in all physical property of the Company and Titan CNG, (v) the parties agreed on a process by which to sell the equipment and on the distribution of net proceeds from such sale and (vi) Falcon and Honour released all right, title and interest in and to Titan CNG, the Company and the Company’s subsidiaries. Falcon is entitled to file a confession of judgment if the Company fails to timely cure a missed payment to Falcon or makes more than three untimely payments.
The Promissory Note matures on September 30, 2027 and bears interest at a rate of 6.0% per annum. On January 1, 2024, interest only on the outstanding principal amount will be due and payable in arrears. On February 1, 2024, and on the first day of each month thereafter, principal and interest will be due and payable in arrears. The Promissory Note has customary events of default.
The foregoing summary descriptions of the Settlement Agreement and the Promissory Note do not purport to be complete and are qualified in their entirety by reference to the full texts of the Settlement Agreement and the Promissory Note, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Third Modification Agreement to the Main Street Priority Loan Program Facility
On April 19, 2023, EVO Holding Company, LLC, Ritter Transport, Inc., John W. Ritter Trucking, Inc., Johmar Leasing Company, LLC and Ritter Transportation Systems, Inc. (collectively, the “Borrowers”), the Company, as guarantor, and Commerce Bank of Arizona, Inc. (“Commerce”) entered into the Third Modification Agreement (the “Amendment”) of the Loan Agreement, dated December 14, 2020, among such parties. The Amendment modifies (i) the financial reporting requirements of the Borrowers and
Environmental Alternative Fuels, LLC and (ii) permitted investments to include additional intercompany loans so long as the Borrowers’ debt service coverage ratio, as defined in the Amendment, is at least 1:20:1.00 as of the relevant date.
The foregoing summary 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, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description
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10.1 |
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10.2 |
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10.3 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
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.
Dated: April 20, 2023 |
By: |
/s/ Melinda Wang |
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Its: |
Executive Vice President, General Counsel and Secretary |
Exhibit 10.1
Settlement Agreement
WHEREAS Titan CNG, LLC (“Titan”) was the obligor on a Loan Agreement and Note dated December 31, 2014, and Tradition Capital Bank (“the Bank”) was the obligee on that Loan Agreement and Note (“the Loan”);
WHEREAS the Note was secured by (among other things) a security interest in certain equipment owned by Titan, and Titan continues to possess certain of that equipment, which is located at a facility in or near Fort Worth, Texas (“the Titan Equipment”);
WHEREAS Titan became a wholly owned subsidiary of EVO Transportation & Energy Services, Inc. (“EVO”) on or about November 22, 2016;
WHEREAS Titan allegedly defaulted on its payment obligations under the Loan Agreement and Note on or about August 26, 2022;
WHEREAS Falcon Capital, LLC (“Falcon”) assumed all of the Bank’s rights and obligations under the Note on or about October 12, 2022;
WHEREAS Falcon commenced litigation against Titan and EVO on or about December 16, 2022 by serving and filing the complaint in the matter of Falcon Capital, LLC v. EVO Transportation & Energy Services, Inc. and Titan CNG, LLC, Hennepin County District Court Case No. 27-cv-22-18483 (“the Lawsuit”);
WHEREAS Titan and EVO answered that Complaint and denied liability on February 7, 2023;
WHEREAS Scott Honour (“Honour”) is a principal of Falcon and previously served as a member of EVO’s board of directors, and Honour claims entitlement to payment of fees for his service as a director;
WHEREAS Titan and EVO indicated an intention to assert counterclaims and third-party claims against Falcon and Honour, if litigation persists;
WHEREAS Titan, EVO, Falcon, and Honour (collectively, “the Parties”) now wish to fully and finally resolve all of their claims against one another amicably and without incurring additional fees and expenses related to litigation;
NOW THEREFORE the Parties enter into this Settlement Agreement according to the following terms:
Bank: *
Account Name: Falcon Capital LLC
Account Number: *
Routing Number: *
Bank: *
Account Name: Falcon Capital LLC
Account Number: *
Routing Number: *
If to EVO: If to Falcon / Honour
Michael Bayles Scott Honour
2075 W Pinnacle Peak Rd. Suite 130 Northern Pacific Group
Phoenix, AZ 85027 315 E. Lake St, Suite 301
michael.bayles@evotransinc.com Wayzata, MN 55391
shonour@northernpacificgroup.com
Copy to: Copy to:
Mark L. Johnson Jon-Jamison Hill
Michelman & Robinson, LLP
10880 Wilshire Blvd, 19th Floor
Los Angeles, CA 90024
mjohnson@greeneespel.com jhill@mrllp.com
SIGNATURES
For EVO and Titan For Falcon / Honour
/s/ Michael Bayles______________________ /s/ Scott Honour___________________
Michael Bayles, CEO Scott Honour, Principal
Dated: __4/14/2023___________________ Dated: _4/14/2023__________________
EXECUTION VERSION
Exhibit 10.2
THIS UNSECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THIS UNSECURED PROMISSORY NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
EVO TRANSPORTATION & ENERGY SERVICES, INC.
UNSECURED PROMISSORY NOTE
April 14, 2023 $250,000.00
EVO Transportation & Energy Services, Inc., a Delaware corporation (and any successors, the “Company”), hereby promises to pay to Falcon Capital, LLC (and any of its successors or permitted assigns, the “Holder”), the aggregate principal amount of $250,000.00, together with interest thereon calculated from the date hereof in accordance with the provisions of this Note (as defined below).
This Unsecured Promissory Note (this “Note”) was issued pursuant to that certain Settlement Agreement, dated as of April 14, 2023 (the “Settlement Agreement”), by and among the Holder, Scott Honour, the Company and Titan CNG, LLC. Except as defined in Section 3 of this Note or unless otherwise indicated in this Note, capitalized terms used in this Note have the same meanings set forth in the Settlement Agreement as in effect on the date of this Note.
“Applicable Interest Rate” means six percent (6.0%) per annum.
“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York City are authorized or obligated by Law to close.
“Maturity Date” means September 30, 2027.
“Obligations” means all obligations, liabilities and indebtedness (monetary (including post-petition interest, whether or not allowed) or otherwise) of the Company under this Note, in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.
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If any Event of Default described in clause (c) or clause (d) above shall occur, the outstanding principal amount of this Note and all other Obligations shall automatically be and become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind all of which are hereby expressly waived by the Company. If any Event of Default (other than any Event of Default described in clause (c) or clause (d) above) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Holder may, by notice to the Company, declare all or any portion of the outstanding principal amount of this Note and all or any portion of the other Obligations to be due and payable, whereupon the unpaid amount of this Note and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment. In addition, upon the occurrence of any Event of Default, the Holder may exercise any or all rights, powers and remedies available to the Holder at law or in equity or by statute or otherwise.
If to the Holder, then to:
Falcon Capital, LLC
c/o Northern Pacific Group
315 E. Lake Street, Suite 301
Wayzata, MN 55391
Attention: Scott Honour
E-mail: shonour@northernpacificgroup.com
with a copy to:
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Jon-Jamison Hill
E-mail: jhill@mrllp.com
If to the Company, then to:
EVO Transportation
2075 W Pinnacle Peak Road, Suite 130
Phoenix, AZ 85027
Attention: Michael Bayles, Chief Executive Officer
Email: michael.bayles@evotransinc.com
with a copy to:
Mark L. Johnson
Email: mjohnson@greeneespel.com
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Company has executed and delivered this Unsecured Promissory Note on the date first above written.
EVO TRANSPORTATION & ENERGY SERVICES, INC.
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By: /s/ Michael Bayles_______ |
Name: Michael Bayles |
Title: Chief Executive Officer |
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ACCEPTED AND AGREED: |
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HOLDER:
FALCON CAPITAL, LLC |
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By: /s/ Scott Honour_______ |
Name: Scott Honour |
Title: Managing Partner |
EXECUTION VERSION
Exhibit 10.3
THIRD MODIFICATION AGREEMENT
DATE: As of April 19, 2023
PARTIES: Borrower: Individually and collectively, EVO HOLDING COMPANY, LLC, a Delaware limited liability company (“EVO Holding Company”), RITTER TRANSPORT, INC., a Maryland corporation, JOHN W. RITTER TRUCKING, INC., a Maryland corporation, JOHMAR LEASING COMPANY, LLC, a Maryland limited liability company, and RITTER TRANSPORTATION SYSTEMS, INC., a Maryland corporation
Borrower 2075 West Pinnacle Peak Road, Suite 130
Address: Phoenix, AZ 85027
Bank: COMMERCE BANK OF ARIZONA, INC., an Arizona corporation
Bank 16435 North Scottsdale Road, Suite 140
Address: Scottsdale, AZ 85254
RECITALS:
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AGREEMENT:
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Bank agree as follows:
Borrower acknowledges the accuracy of the Recitals.
“Cash Flow” is defined as (a) net income, after income tax, (b) less income or plus loss from discontinued operations (including unusual and infrequent items, agreed to at the sole discretion of the Bank), (c) plus depreciation, depletion, and amortization, (d) plus interest expense on all obligations, (e) minus dividends, withdrawals, and other distributions, and (f) plus non-cash expenses, for the 12-month period immediately preceding the Determination Date, as mutually agreed by Bank and Borrower.
“Debt Service Coverage Ratio” means the ratio of Cash Flow of Borrower to the Debt Service Amount. This ratio will be calculated as of each Determination Date, such calculation to be made within 45 days after the applicable Determination Date.
“Debt Service Amount” means, with respect to determination of the Debt Service Coverage Ratio, the projected payments of principal and interest on the Loan, any other indebtedness of Borrower, and finance leases of Borrower for the 12-month period following the Determination Date, as mutually agreed by Bank and Borrower.
“Determination Date” means the last day of each Fiscal Quarter, commencing on December 31, 2022.
5.2.1 Financial Reports.
(a) Borrower Annual Report.
(i) Except to the extent waived by Main Street SPV, within 180 days after the end of each Fiscal Year of EVO Holding Company LLC, Johmar Leasing Company, LLC and Non-Borrower/Guarantor Grantor (collectively, the “Non-Ritter Entities”) copies of the balance sheet of the Non-Ritter Entities as
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of the end of each such Fiscal Year and statements of income and retained earnings and a statement of cash flow of the Non-Ritter Entities for such Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, which statements shall be the statements that were internally-prepared for the purposes of filing taxes.
(ii) Within 180 days after the end of Fiscal Year 2022, and within 90 days after the end of each Fiscal Year thereafter during the term of the Loan, copies of the combined balance sheet of John W. Ritter Trucking Inc., Ritter Transport Inc., Ritter Transportation Systems, Inc. (collectively, the “Ritter Entities”) as of the end of each such Fiscal Year and combined statements of income and retained earnings and a statement of cash flow of the Ritter Entities for such Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, which combined statements shall be reviewed by independent certified public accountants satisfactory to Bank. Such combined financial statements for Fiscal Year 2022 will only show the financial information for Fiscal Year 2022, and the combined financial statements for each Fiscal Year thereafter during the term of the Loan will set forth in comparative forms the figures for the preceding Fiscal Year of the Ritter Entities.
5.20 Investments and Acquisitions.
(a) Borrowers will not, and will not permit any of their Subsidiaries to, make or suffer to exist any Investments (including, without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any acquisition of any Person, except (i) Cash Equivalent Investments, (ii) existing Investments in the Collateral and other Investments in existence on the date hereof and described in Schedule 5.20, (iii) Investments in the aggregate amount of no more than $1,000,000 that are intercompany loans (A) issued to Guarantor, any Borrower, or any of the direct or indirect wholly owned subsidiaries of Guarantor, (B) evidenced by unsecured promissory notes, and (C) at market terms, on an arms-length basis, and (iv) subject to Section 5.20(b) hereof, Investments that are intercompany loans issued by any Borrower to Guarantor, any other Borrower, or any of the direct or indirect wholly owned subsidiaries of Guarantor, but only if (x) no Unmatured Event of Default or Event of Default is continuing at the time such intercompany loan is made, and (y) the Debt Service Coverage Ratio, following such intercompany loan, is at least 1.20:1.00 (the “Required DSCR”) as of the most recent Determination Date.
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(b) The Debt Service Coverage Ratio shall be reasonably calculated by Borrower and will be subject to Bank’s reasonable approval. Borrower shall deliver to Bank a detailed calculation of the Cash Flow for each Fiscal Quarter in a form satisfactory to Bank, together with such supporting statements, information and documentation that Bank may request to verify the Borrower’s calculation of the Cash Flow. If Borrower fails to meet the Required DSCR (i) on the date an intercompany loan is made pursuant to Section 5.20(a)(iv) or (ii) at any Determination Date upon which amounts are outstanding under an intercompany loan pursuant to Section 5.20(a)(iv), the Borrower will have the right, within 15 days following the failure to meet the Required DSCR, to deposit an amount of cash (the “Cure Amount”) in a Bank-controlled cash collateral account maintained at Bank equal to (A) the amount of Cash Flow which, if used in the applicable Debt Service Coverage Ratio calculation, would have resulted in a Debt Service Coverage Ratio equal to the Required DSCR minus (B) the amount of Cash Flow actually used to calculate the Debt Service Coverage Ratio. Upon deposit of the Cure Amount, the Borrower will be deemed to be in compliance with the Required DSCR with respect to the applicable Determination Date and Borrower’s non-compliance will not be deemed an Event of Default. Provided that no Event of Default has occurred and is continuing, the Cure Amount will be released to Borrower within five days of Borrower’s written request, upon of the earliest to occur of (x) repayment of all amounts outstanding under any intercompany loan issued pursuant to Section 5.20(a)(iv), (y) two consecutive subsequent Debt Service Coverage Ratio calculations equal to or greater than the Required DSCR or (z) payment in full of the Obligations. Upon the occurrence of an Event of Default, or if Borrower fails to meet the Required DSCR with respect to the Determination Date for any Fiscal Quarter ending December 31, the Cure Amount (if any) may be applied by Bank to the outstanding principal balance of the Loan and, if, at such time, the Cure Amount is not sufficient to meet the Required DSCR, Borrower shall, within 10 days following written demand by Bank, either (1) cause the Guarantor (or its applicable subsidiary) to repay all intercompany loans made pursuant to Section 5.20(a)(iv), or (2) reduce the unpaid principal balance of the Loan by an amount sufficient to increase the Debt Service Coverage Ratio to at or above the Required DSCR.
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The Loan Documents are ratified and affirmed by Borrower and shall remain in full force and effect as modified herein. Any property or rights to or interests in property granted as security in the Loan Documents shall remain as security for the Loan and the obligations of Borrower in the Loan Documents.
Borrower represents and warrants to Bank:
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Borrower covenants with Bank:
Bank shall not be bound by this Agreement until each of the following shall have occurred: (a) Bank has executed and delivered this Agreement, (b) Borrower has performed all of the obligations of Borrower under this Agreement to be performed contemporaneously with the execution and delivery of this Agreement, and (c) each Guarantor of the Loan has executed and delivered to Bank a Consent and Agreement of Guarantor(s).
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The Loan Documents as modified herein contain the entire understanding and agreement of Borrower and Bank in respect of the Loan and supersede all prior representations, warranties, agreements, arrangements, and understandings. No provision of the Loan Documents as modified herein may be changed, discharged, supplemented, terminated, or waived except in a writing signed by Bank and Borrower.
The Loan Documents as modified herein shall be binding upon, and inure to the benefit of, Borrower and Bank and their respective successors and assigns.
Each reference in the Loan Documents to any of the Loan Documents shall be a reference to such document as modified by this Agreement. Except as specifically amended by this Agreement, the Loan Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed and this Agreement shall not be considered a novation. Sections 7, 8.9, and 8.10 of the Loan Agreement are hereby incorporated by reference, mutatis mutandis, as if each such Section was set forth in full herein.
This Agreement may be executed in one or more counterparts (and in electronic format, including .pdf), each of which shall be deemed an original and all of which together shall constitute one and the same document. Signature pages may be detached from the counterparts and attached to a single copy of this Agreement to physically form one document.
[Signature Page Follows]
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DATED as of the date first above stated.
EVO HOLDING COMPANY, LLC, a Delaware limited liability company
By: /s/ Michael Bayles
Name: Michael Bayles
Title: Chief Executive Officer
RITTER TRANSPORT, INC., a Maryland corporation
By: /s/ Michael Bayles
Name: Michael Bayles
Title: Chief Executive Officer
JOHN W. RITTER TRUCKING, INC., a Maryland corporation
By: /s/ Michael Bayles
Name: Michael Bayles
Title: Chief Executive Officer
JOHMAR LEASING COMPANY, LLC, a Maryland limited liability company
By: /s/ Michael Bayles
Name: Michael Bayles
Title: Chief Executive Officer
RITTER TRANSPORTATION SYSTEMS, INC., a Maryland corporation
By: /s/ Michael Bayles
Name: Michael Bayles
Title: Chief Executive Officer
“BORROWER”
Signature Page to Modification Agreement
COMMERCE BANK OF ARIZONA, INC., an Arizona corporation
By: /s/ Dave Porter
Name: Dave Porter
Title: S.V.P.
“BANK”
Signature Page to Modification Agreement
EXECUTION VERSION
CONSENT AND AGREEMENT OF GUARANTOR
With respect to the Third Modification Agreement dated as of April 19, 2023 (the “Agreement”), between EVO HOLDING COMPANY, LLC, a Delaware limited liability company, RITTER TRANSPORT, INC., a Maryland corporation, JOHN W. RITTER TRUCKING, INC., a Maryland corporation, JOHMAR LEASING COMPANY, LLC, a Maryland limited liability company, and RITTER TRANSPORTATION SYSTEMS, INC., a Maryland corporation (individually and collectively, “Borrower”), and COMMERCE BANK OF ARIZONA, INC., an Arizona corporation (“Bank”), the undersigned ( “Guarantor”) agree for the benefit of Bank as follows:
1
[Signature Page Follows]
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DATED as of the date of the Agreement.
EVO TRANSPORTATION & ENERGY SERVICES, INC., a Delaware corporation
By: /s/ Michael Bayles
Name: Michael Bayles
Title: Chief Executive Officer
Signature Page to Consent and Agreement of Guarantors
Document and Entity Information |
Apr. 14, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | EVO Transportation & Energy Services, Inc. |
| Entity Central Index Key | 0000728447 |
| Amendment Flag | false |
| Document Type | 8-K |
| Document Period End Date | Apr. 14, 2023 |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |
| Entity File Number | 000-54218 |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 37-1615850 |
| Entity Address, Address Line One | 2075 West Pinnacle Peak Rd |
| Entity Address, Address Line Two | Suite 130 |
| Entity Address, City or Town | Phoenix |
| Entity Address, State or Province | AZ |
| Entity Address, Postal Zip Code | 85027 |
| City Area Code | 877 |
| Local Phone Number | 973-9191 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
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