Item 1.01 Entry into a Material Definitive Agreement.
Loan Extension Agreement
On May 31, 2022, EVO Transportation & Energy Services, Inc. (the "Company") and
certain subsidiary guarantors of the Company entered into a Loan Extension
Agreement (the "Extension Agreement") with Antara Capital Master Fund LP
("Antara") and each of Thomas J. Abood, the Company's chief executive officer,
Damon R. Cuzick, the Company's chief operating officer, Bridgewest Growth Fund
LLC, an entity affiliated with Billy (Trey) Peck Jr., the Company's executive
vice president - business development, and Batuta Capital Advisors LLC ("Batuta"
and together with Mr. Abood, Mr. Cuzick, and Bridgewest Growth Fund LLC, the
"Executive Lenders"), an entity affiliated with Alexandre Zyngier, a member of
the Company's board of directors. Pursuant to the Extension Agreement, the
maturity date of the loan from Antara to the Company pursuant to the Senior
Secured Loan and Executive Loan Agreement dated March 11, 2022, was extended
from May 31, 2022 to June 30, 2022.
The foregoing summary of the material terms of the Extension Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Extension Agreement, which is filed as an exhibit to this Current
Report on Form 8-K and incorporated herein by reference.
The descriptions of the Board Observer Agreement and Indemnification Agreements
set forth in Item 5.02 of this Current Report on Form 8-K are incorporated by
reference into this Item 1.01 in their entirety.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Resignation of R. Scott Wheeler and Danny Cuzick as Directors
On May 31, 2022, Danny Cuzick resigned from his position as a member of the
Company's board of directors (the "Board") and of the Nominating and Corporate
Governance Committee of the Board, effective immediately. Mr. Cuzick effected
his resignation from the Board pursuant to the letter attached hereto as Exhibit
17.1. Mr. Cuzick's resignation was not the result of any disagreement with the
Company on any matter relating to the Company's operations, policies, or
practices. Also on May 31, 2022, the Company and Mr. Cuzick entered into a Board
Observer Agreement whereby the Company appointed Mr. Cuzick as a non-voting
member of the Board. A copy of the Board Observer Agreement is filed as an
exhibit to this Current Report on Form 8-K and incorporated herein by reference.
On May 31, 2022, R. Scott Wheeler resigned from his position as a member of the
Company's Board and as of the Compensation Committee of the Board, effective
immediately. Mr. Wheeler effected his resignation from the Board pursuant to the
letter attached hereto as Exhibit 17.2. Mr. Wheeler's resignation was not the
result of any disagreement with the Company on any matter relating to the
Company's operations, policies, or practices.
Appointment of Chetan Bansal and Raph Posner as Directors
On May 31, 2022, the Company's Board appointed Chetan Bansal as a member of the
Board, effective immediately. Mr. Bansal was appointed to fill a newly-created
vacancy on the Board. On June 1, 2020, Mr. Bansal was appointed to a
newly-formed operating committee of the Board.
Mr. Bansal, age 48, has served as Partner and Co-Head of Investment Research at
Antara since March 2020, and has served as Chief Development Officer and as a
member of the board of directors of Slam Corp. since February 2021. Mr. Bansal
has 25 years of experience as a private market investor. Mr. Bansal specializes
in providing capital and advice to early-stage, hyper-growth companies in
varying capacities, including as a board member, minority owner and strategic
investor. In addition, Mr. Bansal has significant experience investing in public
market special situations, bankruptcies, stressed high-yield credit and levered
equities. Prior to Antara, Mr. Bansal was Managing Director and Head of Illiquid
Credit Solutions Group at BTIG from January 2019 to February 2020. Before
joining BTIG, Mr. Bansal managed his family office from December 2017 to
December 2018. Prior to that, Mr. Bansal co-managed a proprietary investment
portfolio at Jefferies from January 2015 to September 2017. Prior to Jefferies,
Mr. Bansal was a Director of
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Research at Citigroup, in its Distressed Debt Trading Group, from August 2008 to
April 2012. Prior to Citigroup, Mr. Bansal spent six years in Silicon Valley,
including four years at Cisco Systems in the Business Development Group from
September 2001 to 2005, where he was charged with venture investments and
strategic acquisitions. During his time at Crown Capital Partners from 1997 to
1999, Mr. Bansal wrote the business plan for Fresh Direct, a successful online
grocer based in New York City, and sat on the boards of Cisco Systems Strategic
India Counsel from 2003 to 2004, and board observer seats at Plaxo Inc from 2004
to 2005, which was acquired in 2008 by Comcast and CXO Systems from 2003 to
2004, which was acquired in 2004 by Cisco Systems. Mr. Bansal's growth-stage
equity investments include Via-On-Demand-Transit, an advanced micro-mobility
company and SentinelOne, a cyber-security technology company. Mr. Bansal earned
a Masters in Business Administration from the University of Chicago, Booth
School of Business and a Bachelor of Arts in Computer Science from Northwestern
University. The Company believes that Mr. Bansal's significant investing and
special situations experience make him well qualified to serve as a member of
the Board.
On May 31, 2022, the Company entered into an indemnification agreement (the
"Bansal Indemnification Agreement") with Mr. Bansal in connection with his
appointment as a director of the Company. The Bansal Indemnification Agreement
provides that the Company will indemnify Mr. Bansal to the fullest extent
permitted by Delaware law and the Company's certificate of incorporation and
bylaws and subject to the limitations set forth in the Bansal Indemnification
Agreement, from and against all judgments, penalties, fines and amounts paid in
settlement and expenses reasonably incurred by Mr. Bansal that may result or
arise in connection with Mr. Bansal serving in his capacity as a present or
former director, manager, officer, employee, representative or agent of the
Company. The Bansal Indemnification Agreement further provides that, subject to
the limitations set forth in the Bansal Indemnification Agreement, the Company
will, without requiring a preliminary determination of Mr. Bansal's ultimate
entitlement of indemnification under the Bansal Indemnification Agreement,
advance expenses to Mr. Bansal incurred by or on behalf of Mr. Bansal in
connection with any proceeding Mr. Bansal is or is threatened to be made a party
to. The foregoing summary of the material terms of the Bansal Indemnification
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Bansal Indemnification Agreement, which is
filed as an exhibit to this Current Report on Form 8-K and incorporated herein
by reference.
Mr. Bansal does not have any family relationship with any director, executive
officer, or person nominated or chosen by the Company to become a director or
executive officer. Mr. Bansal was designated as a member of the Board by, and is
affiliated with, Antara. Except for transactions with Antara as disclosed in the
Company's Annual Report on Form 10-K for the year ended December 31, 2020 and
subsequent Current Reports on Form 8-K, including this Current Report on Form
8-K, there are no related party transactions involving Mr. Bansal that are
reportable under Item 404(a) of Regulation S-K.
On May 31, 2022, the Board appointed Raph Posner as a member of the Board,
effective immediately. Mr. Posner was appointed to fill a newly-created vacancy
on the Board. On June 1, 2020, Mr. Posner was appointed to a newly-formed
operating committee of the Board.
Mr. Posner, 41 has served as General Counsel & Chief Compliance Officer (GC/CCO)
of Antara since February 2021. Prior to Antara, Raph spent five years as the
General Counsel, Chief Compliance Officer & Legal Analyst at Warlander Asset
Management, a credit hedge fund, where he was the sole in-house lawyer
responsible for all legal and regulatory matters within the firm and responsible
for assisting the firm in evaluating legal and regulatory risk related to
prospective and existing investments. Prior to Warlander, Raph spent nearly
eight years at MatlinPatterson Global Advisers, in a variety of legal roles. At
MatlinPatterson, Raph was personally responsible for overseeing all legal and
regulatory matters related to the firm's private equity portfolio companies.
Prior to MatlinPatterson, Raph was an associate with the law firm Bracewell LLP
and prior to that began his legal career as an associate with the law firm
Hawkins, Delafield & Wood LLP. Raph earned a Bachelor of Arts from Georgetown
University and a Juris Doctorate from The Georgetown University Law Center. The
Company believes that Mr. Posner's significant legal and regulatory experience
make him well qualified to serve as a member of the Board.
On May 31, 2022, the Company entered into an indemnification agreement (the
"Posner Indemnification Agreement") with Mr. Posner in connection with his
appointment as a director of the Company. The Posner Indemnification Agreement
provides that the Company will indemnify Mr. Posner to the fullest extent
permitted by Delaware law and the Company's certificate of incorporation and
bylaws and subject to the limitations set forth in the Posner Indemnification
Agreement, from and against all judgments, penalties, fines and amounts paid in
settlement and expenses reasonably incurred by Mr. Posner that may result or
arise in connection with Mr. Posner serving in his capacity as a present or
former director, manager, officer, employee, representative or agent of the
Company. The Posner Indemnification Agreement further provides that, subject to
the limitations set forth in the Posner Indemnification Agreement, the Company
will, without requiring a preliminary determination of Mr. Posner's ultimate
entitlement of indemnification under the Posner Indemnification Agreement,
advance expenses to Mr. Posner incurred by or on behalf of Mr. Posner in
connection with any proceeding Mr. Posner is or is threatened to be made a party
to. The foregoing summary of the material terms of the Posner Indemnification
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Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Posner Indemnification Agreement, which is
filed as an exhibit to this Current Report on Form 8-K and incorporated herein
by reference.
Mr. Posner does not have any family relationship with any director, executive
officer, or person nominated or chosen by the Company to become a director or
executive officer. Mr. Posner was designated as a member of the Board by, and is
affiliated with, Antara. Except for transactions with Antara as disclosed in the
Company's Annual Report on Form 10-K for the year ended December 31, 2020 and
subsequent Current Reports on Form 8-K, including this Current Report on Form
8-K, there are no related party transactions involving Mr. Posner that are
reportable under Item 404(a) of Regulation S-K.
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Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
4.1 Loan Extension Agreement dated May 31, 2022 between and among
EVO Transportation & Energy Services, Inc., certain of its
subsidiaries as guarantors, Antara Capital Master Fund LP, Thomas
J. Abood, Damon R. Cuzick, Bridgewest Growth Fund LLC, and Batuta
Capital Advisors LLC
10.1 Board Observer Agreement dated May 31, 2022 between EVO
Transportation & Energy Services, Inc. and Danny R. Cuzick
10.2 Indemnification Agreement dated May 31, 2022 between EVO
Transportation & Energy Services, Inc. and Chetan Bansal
10.3 Indemnification Agreement dated May 31, 2022 between EVO
Transportation & Energy Services, Inc. and Raph Posner
17.1 Resignation Letter dated May 31, 2022 from Danny R. Cuzick
17.2 Resignation Letter dated May 31, 2022 from R. Scott Wheeler
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