Quest Resource Holding Corp. Files 8-K on Definitive Agreement

TL;DR

Quest Resource Holding Corp. just filed an 8-K for a new material definitive agreement and financial obligations.

AI Summary

Quest Resource Holding Corp. entered into a Material Definitive Agreement on December 30, 2024. This filing also details the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. The company, formerly known as Infinity Resources Holdings Corp., BlueStar Financial Group, Inc., and YouChange Holdings Corp, is incorporated in Nevada and headquartered in The Colony, Texas.

Why It Matters

This 8-K filing indicates a significant new agreement for Quest Resource Holding Corp., which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and new financial obligations can introduce significant financial and operational risks for a company.

Key Players & Entities

• Quest Resource Holding Corp. (company) — Registrant
• December 30, 2024 (date) — Date of earliest event reported
• Infinity Resources Holdings Corp. (company) — Former company name
• BlueStar Financial Group, Inc. (company) — Former company name
• YouChange Holdings Corp (company) — Former company name
• The Colony, Texas (location) — Business address city and state

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value QRHC The Nasdaq Stock Marke
• $25 million — e prepayment premiums and provide for a $25 million delayed draw term loan commitment . The
• $35 million — , increase the revolver commitment from $35 million to $45 million, reduce the interest rat
• $45 m — revolver commitment from $35 million to $45 million, reduce the interest rate by appr

Filing Documents

• e664114_8k-qrhc.htm (8-K) — 32KB
• exhibit101.pdf (8-K) — 1090KB
• e664114_ex10-2.htm (EX-10.2) — 1061KB
• e664114_ex10-3.htm (EX-10.3) — 415KB
• e664114_ex99-1.htm (EX-99.1) — 12KB
• image_001.jpg (GRAPHIC) — 3KB
• 0001193805-24-001550.txt ( ) — 4869KB
• qrhc-20241230.xsd (EX-101.SCH) — 3KB
• qrhc-20241230_lab.xml (EX-101.LAB) — 33KB
• qrhc-20241230_pre.xml (EX-101.PRE) — 22KB
• e664114_8k-qrhc_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 30, 2024, Quest Resource Holding Corporation (the "Company") and certain of its domestic subsidiaries entered into an amendment (the "Monroe Sixth Amendment") to that certain Credit Agreement, dated as of October 19, 2020 (as amended by that certain First Amendment to Credit Agreement, dated as of September 3, 2021, that certain Second Amendment to Credit Agreement, dated as of December 1, 2021, that certain Third Amendment to Credit Agreement, dated as of December 7, 2021, that certain Letter Agreement, dated as of August 9, 2022, that certain Fourth Amendment to Credit Agreement, dated as of December 2, 2022, as further amended by that certain Fifth Amendment to Credit Agreement, dated as of March 29, 2024, and as may be further amended, restated, supplemented, or otherwise modified from time to time, the "Monroe Credit Agreement"), with Monroe Capital Management Advisors, LLC, as administrative agent for the lenders thereto (the "Lenders") and the Lenders. The Monroe Sixth Amendment, among other things, amended the Monroe Credit Agreement to reduce the interest rate from SOFR plus 750 basis points to SOFR plus 550 basis points, stepping down to SOFR plus 450 basis points depending on leverage from SOFR plus 550 basis points, extend the maturity date to June 2030, increase existing net leverage covenant levels, reduce prepayment premiums and provide for a $25 million delayed draw term loan commitment . The information contained in Exhibit 10.1 filed herewith is hereby incorporated by reference into this Item 1.01. On December 30, 2024, the Company and certain of its domestic subsidiaries entered into an amendment (the "PNC Fifth Amendment") to that certain Loan, Security and Guaranty Agreement, dated as of August 5, 2020 (as amended by the Joinder and First Amendment, dated as of October 19, 2020, as amended by the Joinder and Second Amendment, dated as of December 7, 2021, as amended by the Th

01

Item 1.01. In connection with the Monroe Sixth Amendment and the PNC Fifth Amendment, PNC Bank and Monroe Capital Management Advisors, LLC entered into the Third Amendment to Intercreditor Agreement (the "Intercreditor Agreement Amendment") setting forth their relative rights with respect to their interests in the collateral under their respective agreements. The above description of the Monroe Sixth Amendment, the PNC Fifth Amendment and the Intercreditor Agreement Amendment does not purport to be a complete description of all the terms, provisions, covenants and agreements contained therein and is subject to, and qualified in its entirety by reference to, the full text of the Monroe Sixth Amendment, the PNC Fifth Amendment and the Intercreditor Agreement Amendment, which are filed herewith as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference into this Item 1.01.

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Certain information with respect to the Monroe Sixth Amendment and PNC Fifth Amendment set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

01. Other Events

Item 8.01. Other Events. On December 30, 2024, the Company announced its entry into the Monroe Sixth Amendment and the PNC Fifth Amendment. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Sixth Amendment to Credit Agreement, dated December 30, 2024, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC, as administrative agent for the lenders. 10.2 Fifth Amendment to Loan, Security and Guaranty Agreement, dated as of December 30, 2024, by and among PNC Bank, National Association, Quest Resource Management Group, LLC, Quest Equipment, LLC, Quest Resource Holding Corporation, Quest Sustainability Services, Inc., YouChange, Inc., Quest Vertigent Corporation, Quest Vertigent One, LLC and Global Alerts, LLC. 10.3 Third Amendment to Intercreditor Agreement, dated as of December 30, 2024, by and between PNC Bank, National Association and Monroe Capital Management Advisors, LLC. 99.1 Press Release dated December 30, 2024. 104 Cover Page Interactive Data (embedded within the Inline XBRL document).

SIGNATURES

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. QUEST RESOURCE HOLDING CORPORATION Dated: December 30, 2024 By: /s/ Brett W. Johnston Name: Brett W. Johnston Title: Senior Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR