Flowco Holdings Inc.
Recent Developments 2024 Business Combination and elsewhere in this Annual Report. Blocker Companies refer to (i) WD Thunder CV Parallel Blocker LP, (ii) WDE Flogistix Upper TE, LLC, (iii) WDE Flogist…
Recent Developments 2024 Business Combination and elsewhere in this Annual Report. Blocker Companies refer to (i) WD Thunder CV Parallel Blocker LP, (ii) WDE Flogistix Upper TE, LLC, (iii) WDE Flogistix Upper FI, LLC, (iv) GEC III-GI FPS Blocker Corp. and (v) GEC III-GI Estis Blocker Corp. Blocker Shareholders refer to the owners of the Blocker Companies prior to the Transactions, who exchanged their interests in the Blocker Companies for shares of our Class A common stock in connection with the consummation of the Transactions. Continuing Equity Owners refer collectively to holders of LLC Interests and our Class B common stock immediately following consummation of the Transaction, including certain executive officers, employees and other minority investors and their respective permitted transferees who may exchange at each of their respective options, in whole or in part from time to time, their LLC Interests (along with an equal number of shares of Class B common stock (and such shares will be immediately cancelled)) for, at our election, cash or newly-issued shares of our Class A common stock. Credit Agreement refers, as applicable, to the Second Amended and Restated Credit Agreement, dated as of August 20, 2024, by and among, Flowco MasterCo LLC; Flowco Productions, LLC; Estis Intermediate Holdings, LLC; Flogistix Intermediate Holdings, LLC; as borrowers, the loan parties named therein, the lenders named therein, and JPMorgan Chase Bank, N.A.; as administrative agent, and the joint bookrunner and joint lead arrangers named therein, as amended to date.
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