UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) ~~March~~April 3021, 2020

CARBO Ceramics Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-15903	72-1100013
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

575 North Dairy Ashford, Suite 300
Houston, Texas		77079
(Address of Principal Executive Offices)		(Zip Code)

(281) 921-6400

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 (see General Instruction A.2. below):

☐

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, $0.01 par value

CRRTQ

N/A *

* On March 31, 2020, CARBO Ceramic Inc.’s common stock began being quoted on the OTC Pink marketplace under the symbol “CRRTQ”.

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~~Introductory ~~1.01 Entry into a Material Definitive Agreement.~~Note

~~The~~As ~~information~~previously ~~regarding~~disclosed, ~~the~~on ~~DIP~~March 29, ~~Credit~~2020, ~~Agreement~~CARBO ~~(as~~Ceramics ~~defined~~Inc. ~~below~~(“CARBO”) ~~set~~and ~~forth~~its indirect ~~Item~~wholly 2owned subsidiaries, Asset Guard Products Inc.03 (“AGPI”) and StrataGen, Inc. (“StrataGen,” and together with CARBO and AGPI, each, a “Debtor,” and collectively, the “Debtors”), filed voluntary petitions for reorganization under Chapter 11 of ~~this~~Title ~~Current~~11 ~~Report~~of onthe ~~Form 8-K~~United States Code (~~this~~the “~~Current~~Bankruptcy ~~Report~~Code”) isin ~~incorporated~~the byUnited ~~reference~~States inBankruptcy ~~this~~Court ~~Item~~for 1the Southern District of Texas, Houston Division (the “Bankruptcy Court”).01 The Debtors’ Chapter 11 cases are being jointly administered under the caption In re CARBO Ceramics Inc., et al., Case No. 20-31973 (the “Chapter 11 Cases”).

Item 1.~~03 Bankruptcy~~01Entry orinto ~~Receivership~~a Material Definitive Agreement.

AsOn ~~previously~~April ~~disclosed~~23, ~~on March 29~~2020, ~~2020~~in ~~(the~~connection ~~“Petition~~with ~~Date”),~~the ~~CARBO~~Chapter ~~Ceramics~~11 ~~Inc.~~Cases, ~~(“CARBO”)~~the ~~and~~Bankruptcy ~~its~~Court ~~direct~~entered ~~wholly~~the ~~owned~~Final ~~subsidiaries,~~Order ~~Asset~~(I) ~~Guard~~Authorizing ~~Products~~the ~~Inc.~~Debtors to (~~“AGPI”~~A) ~~and~~Obtain ~~StrataGen~~Postpetition Financing, ~~Inc.~~ (~~“StrataGen,”~~B) ~~and~~Grant ~~together~~Senior ~~with~~Liens ~~CARBO~~ and ~~AGPI,~~Superpriority ~~each,~~Administrative aExpense ~~“Debtor~~Status,” and ~~collectively, the “Debtors”~~(C), ~~filed~~Utilize ~~voluntary~~Cash ~~petitions~~Collateral, ~~for~~(II) ~~reorganization~~Granting ~~under~~Adequate ~~Chapter~~Protection 11to ofPrepetition ~~Title~~Secured 11Lenders, ofand ~~the United States Code~~ (~~the “Bankruptcy Code”~~III) inGranting ~~the~~Related ~~United~~Relief ~~States~~[Docket ~~Bankruptcy~~No. ~~Court~~218] ~~for the Southern District of Texas, Houston Division~~ (the “~~Bankruptcy~~Final ~~Court~~DIP Order”).

OnAmong ~~the~~other ~~Petition Date~~things, the ~~Debtors~~Final ~~filed~~DIP aOrder ~~number~~approved, ofon ~~motions~~a ~~with~~final ~~the~~basis, ~~Bankruptcy~~(i) ~~Court generally designed to facilitate~~ the Debtors’ ~~transition~~obtaining ~~into~~financing ~~Chapter~~pursuant ~~11.~~to ~~These~~the ~~motions~~Superpriority ~~sought~~Senior ~~authority~~Secured ~~from~~Debtor‑in‑Possession ~~the~~Credit ~~Bankruptcy~~Agreement, ~~Court~~dated ~~for~~as ~~the~~of ~~Debtors~~March to30, ~~among~~2020 ~~other things,~~ (i)the ~~make~~“DIP ~~payments~~Credit ~~upon~~Agreement”), orby ~~otherwise~~and ~~honor~~among CARBO, ~~certain~~as ~~obligations~~borrower, ~~that~~AGPI ~~arose~~and ~~prior~~StrataGen, toas ~~the~~guarantors, ~~Petition~~Wilks ~~Date~~Brothers, ~~including obligations related to employee wages~~LLC, ~~salaries~~as ~~and~~lender ~~benefits~~(“Wilks”), ~~taxes~~ and ~~certain~~the ~~vendors~~other guarantors and ~~other~~lenders ~~providers~~from ~~essential~~time to ~~the~~time ~~Debtors’~~party ~~businesses~~thereto, and (ii) tothe ~~establish~~$15 ~~certain~~million ~~procedures~~senior tosecured ~~preserve,~~superpriority ~~and~~multiple ~~protect~~draw ~~the~~term ~~potential~~loan ~~value~~facility ~~of,~~ (the ~~Debtors’~~“DIP ~~existing and future net operating losses and certain other tax attributes and (iii~~Facility”) ~~execute,~~provided ~~deliver~~for and ~~perform~~governed ~~under~~by the DIP ~~Facility~~Credit ~~(as defined below)~~Agreement. On March 30, 2020, the Bankruptcy Court ~~approved~~entered ~~the~~an ~~relief~~order ~~sought~~granting ininterim ~~these~~approval ~~motions~~of onthe anDebtors’ ~~interim~~entry ~~basis.~~into ~~The~~the ~~Bankruptcy~~DIP ~~Court~~Facility ~~also~~and ~~approved~~ the ~~joint~~borrowing ~~administrative~~by CARBO of ~~the~~up ~~Chapter~~to 11$5 ~~cases~~million ~~captioned~~in Inprincipal reamount ~~CARBO~~of ~~Ceramics,~~loans ~~Inc.~~thereunder, etand ~~al., Case No. 20-31973 (~~the ~~“Chapter~~Final 11DIP ~~Cases”).~~Order ~~Each~~permits ~~Debtor~~CARBO ~~will continue~~ to ~~operate~~access ~~its~~the ~~business~~remaining as$10 amillion ~~“debtor~~ in ~~possession”~~principal ~~under~~amount ~~the~~of ~~jurisdiction~~loans ofunder the ~~Bankruptcy~~DIP ~~Court~~Facility ~~and~~available in accordance with the ~~applicable~~DIP ~~provisions~~Credit ofAgreement. ~~the Bankruptcy Code and the orders of the Bankruptcy Court~~

The foregoing description of the DIP Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the final, executed DIP Credit Agreement, as approved by the Final DIP Order, each of which are available on the docket of the Chapter 11 Cases, which can be accessed via PACER at https://www.pacer.gov. Additional information about the Chapter 11 Cases, including the DIP Credit Agreement, the Final DIP order and other motions, orders and other court filings relating ~~thereto~~to the Chapter 11 Cases, may be obtained by visiting http://dm.epiq11.com/Carbo or by calling 1-866-897-6433 (Toll Free) or 1-646-282-2500 (International). ~~The above-mentioned motions and procedures are available on the docket of the Chapter 11 Cases, which can be accessed via PACER at https://www.pacer.gov.~~

~~The information regarding the DIP Credit Agreement set forth in~~ Item 27.0301Regulation ofFD ~~this Current Report is incorporated by reference in this Item 1~~Disclosure.~~03.~~

~~Item~~On ~~2.03 Creation~~April of21, a2020, ~~Direct~~in ~~Financial~~connection ~~Obligation~~with orthe anChapter ~~Obligation~~11 ~~under~~Cases, anthe ~~Off~~Debtors filed with the Bankruptcy Court a 13-~~Balance~~week ~~Sheet~~cash ~~Arrangement~~collateral ofbudget (the “Forecast”), a ~~Registrant~~copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated by reference in this Item 7.01.

OnManagement ~~March 30,~~of ~~2020,~~CARBO prepared the ~~Debtors~~Forecast ~~entered~~as ~~into~~of aMarch ~~Superpriority~~26, ~~Senior~~2020 ~~Secured~~based ~~Debtor-in-Possession~~on ~~Credit~~certain ~~Agreement~~internal ~~(the~~financial ~~“DIP~~information ~~Credit~~and ~~Agreement”)~~on expectations, bybeliefs, opinions and ~~among~~assumptions that CARBO,’s asmanagement ~~borrower,~~believed ~~AGPI~~were ~~and~~reasonable ~~StrataGen,~~at asthe ~~guarantors,~~time. ~~Wilks~~Such ~~Brothers~~expectations, ~~LLC~~beliefs, ~~as lender (“Wilks”)~~opinions, and ~~the~~assumptions ~~other~~may ~~guarantors~~not ~~and~~be ~~lenders~~appropriate ~~from~~as ~~time~~of toany ~~time~~subsequent ~~party~~date ~~thereto~~in ~~(any~~light of developments after such ~~lenders~~date, ~~together~~including with ~~Wilks,~~respect to the ~~“Lenders”)~~Debtors’ ~~providing~~businesses ~~for~~and arecent ~~$15~~actions ~~million~~and ~~senior~~events ~~secured~~impacting ~~superpriority~~supply ~~multiple~~and ~~draw~~demand ~~term~~in ~~loan~~the ~~facility~~global ~~(the~~oil ~~“DIP~~and ~~Facility”).~~natural Ongas ~~March 30~~markets, ~~2020,~~ the ~~Bankruptcy~~demand ~~Court~~for ~~granted~~related ~~interim~~products ~~approval~~and ofservices ~~the~~and ~~motion~~international toand ~~approve~~domestic ~~the~~economic ~~DIP~~activity ~~Facility~~generally, including the ~~DIP~~emerging ~~Credit~~impact ~~Agreement,~~of ~~and~~the global outbreak of the ~~borrowing~~COVID-19 bypandemic. CARBO ofcannot upprovide toassurance $5that ~~million~~the offinancial ~~loans~~projections ~~thereunder~~will ~~between~~be ~~March~~realized; 30rather, ~~2020~~actual ~~and~~future financial results are likely to vary materially from the ~~Bankruptcy~~forward‑looking ~~Court’s~~information ~~entry~~presented ofin athe ~~final~~Forecast. ~~order~~The ~~approving~~Forecast was prepared as part of the ~~DIP~~Chapter ~~Facility~~11 Cases and ~~DIP~~not ~~Credit~~in ~~Agreement~~accordance with generally accepted accounting principles (“GAAP”) or published guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of “~~Interim~~prospective ~~Period~~financial ~~Borrowings~~information.”) Thus, readers are cautioned not to place undue reliance on the prospective financial information.

~~The~~Neither ~~Debtors’ obligations under~~ the ~~DIP~~independent ~~Credit~~auditor ~~Agreement~~of ~~are~~CARBO ~~secured~~nor byany ~~first~~other ~~priority~~independent ~~priming~~accountant ~~liens~~has onexamined, ~~substantially~~compiled, ~~all~~or ofperformed ~~the~~any ~~Debtors’~~procedures ~~assets,~~with ~~subject~~respect to ~~certain~~the ~~customary exclusions and carve-outs~~Forecast. ~~Borrowings~~Accordingly, ~~under~~none ~~the~~has ~~DIP~~expressed ~~Facility~~any ~~will~~opinion ~~mature~~or ~~August~~any ~~29,~~other ~~2020~~form ~~(the~~of ~~“Maturity~~assurance ~~Date”)~~on ~~and~~such ~~will~~information ~~bear~~or ~~interest~~its atachievability aand ~~rate~~none ofassumes ~~8.00%~~any ~~per~~responsibility ~~annum. The DIP Credit Agreement also provides~~ for the ~~payment~~Forecast. ofThe ~~certain~~Forecast ~~fees,~~(i) ~~including~~is anspeculative ~~unused~~by ~~commitment~~its ~~fee~~nature and ~~upfront~~was ~~fee,~~based asupon ~~well~~numerous asexpectations, abeliefs, ~~DIP~~opinions ~~fee~~and toassumptions bewhich ~~paid~~are toinherently ~~the~~uncertain ~~Lenders~~and inmany ~~the~~of ~~event~~which ~~the~~are ~~Debtors~~beyond ~~enter into an alternative debtor-in-possession financing arrangement with financial institutions other than~~ the ~~Lenders~~control ~~in lieu~~ of ~~the~~CARBO ~~DIP~~and ~~Facility.~~its ~~Interest~~subsidiaries and ~~any~~which ~~other~~may ~~amounts~~not ~~that~~prove ~~become~~to ~~due~~be ~~under~~accurate; ~~the~~(ii) ~~DIP~~may ~~Facility~~not ~~will~~reflect becurrent ~~paid~~results inor ~~cash.~~future ~~The~~performance, ~~proceeds~~which ofmay ~~the~~be ~~DIP~~significantly ~~Facility,~~more ~~including~~favorable ~~the~~or ~~Interim~~less ~~Period~~favorable ~~Borrowings,~~than ~~will~~as beset ~~used~~forth toin ~~pay~~such ~~fees,~~information; ~~expenses~~ and ~~other~~(iii) ~~expenditures~~is ofnot, ~~the~~and ~~Debtors~~should tonot be ~~set~~regarded ~~forth~~as, ina ~~rolling~~representation ~~budgets~~that ~~prepared~~any inof ~~connection with~~ the ~~Chapter~~expectations 11contained ~~Cases~~in, ~~subject~~or toforming ~~the~~a ~~approval~~part of, the ~~Lenders~~Forecast ~~and~~will ~~certain~~be ~~stipulated exceptions~~achieved.

~~The~~Except ~~DIP~~as ~~Credit~~required ~~Agreement~~by ~~terminates~~law, onCARBO ~~the~~does ~~earliest~~not ~~of:~~currently ~~(a) the~~intend ~~Maturity~~to ~~Date;~~update ~~(b)~~or ~~the~~revise ~~effective~~publicly ~~date~~the ofForecast ~~any~~to ~~Acceptable~~reflect ~~Plan~~circumstances or ~~any~~ other ~~Chapter~~events 11occurring ~~Plan~~after ~~(each as defined in~~ the ~~DIP~~date ~~Credit~~thereof ~~Agreement);~~or ~~(c)~~to reflect the ~~entry~~occurrence of anfuture ~~order~~events. ~~for~~These ~~the~~considerations ~~conversion~~should ofbe ~~any~~taken ofinto ~~the~~account ~~Chapter~~in 11reviewing ~~Cases~~the toForecast, awhich ~~case~~was ~~under~~prepared ~~Chapter~~as 7 of ~~the~~an ~~Bankruptcy~~earlier ~~Code;~~date. ~~(d)~~For ~~the~~additional ~~entry~~information ofon ancertain ~~order~~of ~~for~~ the ~~dismissal~~factors ofthat ~~any~~may ofcause ~~the~~actual ~~Chapter~~future 11financial ~~Cases;~~results ~~and~~to ~~(e)~~vary atmaterially from the ~~election~~information ofpresented in the ~~Lenders~~Forecast, see the ~~date~~section onof ~~which~~this ~~any~~Current ~~event~~Report ofentitled ~~default~~“Cautionary ~~under~~Note ~~the~~Regarding ~~DIP~~Forward ~~Credit~~Looking ~~Agreement~~Statements” ~~is continuing~~below.

The ~~DIP~~information ~~Credit~~contained ~~Agreement~~in ~~contains~~this ~~usual~~Item ~~and~~7.01, ~~customary~~including ~~affirmative~~Exhibit ~~and~~99.1, ~~negative~~shall ~~covenants~~not ~~and~~be ~~events~~deemed ofto ~~default~~be “filed” for ~~transactions~~purposes of ~~this~~Section ~~type.~~18 Inof ~~addition~~the Securities Exchange Act of 1934, as amended (the ~~Debtors~~“Exchange ~~are~~Act”), ~~required~~or otherwise subject to ~~maintain~~the aliabilities ~~minimum~~of ~~liquidity~~that section, and shall not be deemed to be incorporated by reference into any of $2CARBO’s filings under the Securities Act of 1933,~~500,000~~ as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the ~~last~~extent ~~day~~expressly set forth by specific reference in such a filing. The filing of this Current Report (including the exhibits hereto or any ~~calendar~~information ~~month~~included ~~following~~herein or therein) shall not be deemed an admission as to the ~~effective~~materiality ~~date~~of any information herein that is required to be disclosed solely by reason of Regulation FD.

The foregoing description of the DIP Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the DIP Credit Agreement, which is filed as Exhibit 10.1 to this Current Report and incorporated by reference in this Item 2.03.

Cautionary Note Regarding Forward Looking Statements

This Current Report contains “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are not statements of historical facts and often contain words such as “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “estimate,” “seek,” “could,” “should,” “intend,” “potential,” or words of similar meaning. Forward-looking statements are based on management’s current expectations, beliefs, assumptions and estimates regarding CARBO, industry, economic conditions, government regulations and energy policies and other factors. Forward-looking statements may include, for example, statements regarding the Chapter 11 Cases, the DIP Facility, CARBO’s ability to complete the restructuring (the “Restructuring”) contemplated by terms of a prenegotiated Chapter 11 plan of reorganization (the “Plan”) that are set forth in the Restructuring Support Agreement, dated as of March 28, 2020, by and among the Debtors, Wilks and Equify Financial, LLC; CARBO’s ability to continue operating in the ordinary course while the Chapter 11 Cases are pending. These statements are subject to significant risks, uncertainties, and assumptions that are difficult to predict and could cause actual results to differ materially and adversely from those expressed or implied in the forward-looking statements, including risks and uncertainties regarding CARBO’s ability to successfully complete a reorganization process under Chapter 11, including consummation of the Restructuring pursuant to the Plan; potential adverse effects of the Chapter 11 Cases on CARBO’s liquidity and results of operations; CARBO’s ability to obtain timely approval by the Bankruptcy Court with respect to the motions filed in the Chapter 11 Cases; objections to CARBO’s restructuring process, the DIP Facility, or other pleadings filed that could protract the Chapter 11 Cases; employee attrition and CARBO’s ability to retain senior management and other key personnel due to the distractions and uncertainties, including CARBO’s ability to provide adequate compensation and benefits during the Chapter 11 Cases; CARBO’s ability to comply with the restrictions imposed by the DIP Credit Agreement and other financing arrangements; CARBO’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 filing; the effects of the Chapter 11 Cases on CARBO and on the interests of various constituents, including holders of CARBO’s common stock; the Bankruptcy Court’s rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases generally; the length of time that CARBO will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases; risks associated with third party motions in the Chapter 11 Cases, which may interfere with CARBO’s ability to consummate the Restructuring or an alternative restructuring; increased administrative and legal costs related to the Chapter 11 process; potential delays in the Chapter 11 process due to the effects of the COVID-19 virus; and other litigation and inherent risks involved in a bankruptcy process. Forward-looking statements are also subject to the risk factors and cautionary language described from time to time in the reports and registration statements CARBO files with the Securities and Exchange Commission, including those in CARBO’s most recent and forthcoming Annual Report on Form 10-K and any updates thereto in CARBO’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Additional factors, events, or uncertainties that may emerge from time to time, or those that CARBO currently deems to be immaterial, could cause CARBO’s actual results to differ, and it is not possible for CARBO to predict all of them. CARBO makes forward-looking statements based on currently available information, and CARBO assumes no obligation to, and expressly disclaim any obligation to, update or revise publicly any forward-looking statements made in this Current Report, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
10.1		Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as of March 30, 2020, by and among CARBO Ceramics Inc., as borrower, Asset Guard Products Inc. and StrataGen, Inc., as guarantors, and Wilks Brothers, LLC, as a lender
99.1		Permanent Financing Budget, prepared as of March 26, 2020.

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.

	CARBO CERAMICS INC.
Date: April 3, 2020
Date: April 24, 2020
	By:	/s/ Ernesto Bautista III
		Ernesto Bautista III
		Vice President and Chief Financial Officer

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