Item 1.01. Entry into a Material Definitive Agreement.
Credit Agreement Amendment
On
The Amendment is intended to provide both near-term and long-term flexibility for the Company with respect to satisfying certain negative and financial covenant ratios pursuant to the Credit Agreement as may be needed by the Company due to the ongoing and uncertain future impact of the COVID-19 pandemic on its business and operations. Pursuant to the Amendment, the financial covenant was amended to not permit the consolidated first lien net leverage ratio to exceed the following ratios as of any test period ended or ending as specified below:
• on or prior toMarch 31 , 2020-2:00 to 1:00; • afterMarch 31, 2020 but on or prior toJune 30 , 2020-3:00 to 1:00; • afterJune 30, 2020 but on or prior toDecember 31 , 2020-3.50:1.00; • afterDecember 31, 2020 but on or prior toJune 30 , 2021-3.25:1.00; and • afterJune 30 , 2021-3.00 to 1.00.
As of
In addition, the Amended Credit Agreement provides for the following amended ratio threshold tests in connection with certain investment and incurrence of debt activities by the Borrower and its restricted subsidiaries:
• Consolidated first lien net leverage ratio for any applicable test period as follows: • on or prior toJune 30 , 2020-1:00 to 1:00; • afterJune 30, 2020 but on or prior toDecember 31 , 2020-3.50:1.00; • afterDecember 31, 2020 but on or prior toJune 30 , 2021-3.25:1.00; and • afterJune 30 , 2021-2.25 to 1.00. • Consolidated total net leverage ratio for any applicable test period as follows: • on or prior toJune 30 , 2020-2:00 to 1:00; • afterJune 30, 2020 but on or prior toDecember 31 , 2020-5.00:1.00; • afterDecember 31, 2020 but on or prior toJune 30 , 2021-4.00:1.00; and • afterJune 30 , 2021-3.00 to 1.00.
--------------------------------------------------------------------------------
For the purposes of calculating the foregoing financial covenant and investments in the Borrower or any restricted subsidiary for purchases of vacation ownership intervals for inventory or resale, and not for purposes of any other provision of the Credit Agreement, the Borrower may, by providing the requisite notice to the administrative agent and complying with other requirements set forth in the Amended Credit Agreement, elect to calculate the consolidated EBITDA on an annualized basis for the applicable test period as follows:
• test period ending onDecember 31 , 2020-four (4) times the consolidated EBITDA for the fiscal quarter endingDecember 31, 2020 ; • test period endingMarch 31 , 2021-two (2) times the sum of the consolidated EBITDA for the fiscal quarters endingDecember 31, 2020 andMarch 31, 2021 ; and • test period endingJune 30 , 2021-four-third (4/3) times the sum of the consolidated EBITDA for the fiscal quarters endingDecember 31, 2020 ,March 31, 2021 andJune 30, 2021 .
Under the Amended Credit Agreement, borrowings under the Credit Facilities will
bear interest at 0.75% per annum for base rate loans and 1.75% per annum for
LIBOR rate loans until the Borrower has delivered the financial statements for
the fiscal quarter ended on
This summary is qualified in its entirety by reference to the full text of the Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference, and other Loan Documents (as defined in the Amended Credit Agreement). Except as described in this Current Report on Form 8-K or as set forth in the Amendment, all other terms and provisions of the Credit Agreement, including, without limitation, those provisions related to maturity date, maximum borrowing amounts, amortization, events of default, prepayment, and guarantees and collateral, remain the same.
Warehouse Facility Amendment
On
The Warehouse Credit Facility, prior to the Warehouse Amendment, provided that the financial covenants undertaken by HRC therein conformed to the financial maintenance covenants and any other financial or finance related test as the same may relate to the assets, liabilities, revenue or expenses of the Company and/or HRC as set forth in the Credit Agreement as of an earlier date (without giving effect to any amendments, including the Amendment). Among other items, the Warehouse Amendment provides that such financial covenants shall conform to the financial maintenance covenants and any other financial or finance related test as the same may relate to the assets, liabilities, revenue or expenses of the
--------------------------------------------------------------------------------
Company and/or HRC as set forth in the Amended Credit Agreement as in effect as
of
This summary is qualified in its entirety by reference to the full text of the Warehouse Amendment, filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Proposal No. 1 - Election of Directors
At the Annual Meeting, the Company's stockholders elected the persons listed below as directors for a one-year term expiring at the 2021 annual meeting or until their respective successors are duly elected and qualified.
Votes Cast For Votes Withheld Broker Non-Votes Mark D. Wang 61,064,200 3,366,938 3,552,604 Leonard A. Potter 59,416,850 5,014,288 3,552,604 Brenda J. Bacon 60,487,983 3,943,155 3,552,604 David W. Johnson 60,192,082 4,239,056 3,552,604 Mark H. Lazarus 60,651,603 3,779,535 3,552,604 Pamela H. Patsley 59,543,413 4,887,725 3,552,604 Paul W. Whetsell 60,493,630 3,937,508 3,552,604
Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
At the Annual Meeting, the Company's stockholders ratified the appointment of
Votes Cast For Votes Cast Against Abstentions
66,955,007 1,021,411 7,324
--------------------------------------------------------------------------------
Proposal No. 3 - Advisory Vote on Executive Compensation
At the Annual Meeting, the Company's stockholders approved, in a non-binding advisory vote, the compensation paid to the Company's named executive officers as disclosed in the Proxy Statement.
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
61,660,992 2,717,086 53,060 3,552,604
Important Statement Regarding Forward-Looking Statements
The statements in this Current Report on Form 8-K, including the exhibits
hereto, may include forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. Words such as "may,"
"will," "seeks," "anticipates," "believes," "estimates," "expects," "plans,"
"intends," "would," "could," or similar expressions indicate a forward-looking
statement; however, not all forward-looking statements include these identifying
words. These forward looking statements involve substantial risks and
uncertainties that could cause the outcome to be materially different, including
the material impact of the Covid-19 pandemic on the Company's business,
operating results and financial condition, general economic conditions, and its
ability to satisfy various financial and other covenants under its credit
facility and warehouse credit facility, as well as those factors that are
discussed under the "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" sections of the Company's most
recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form
10-Q and Current Reports on Form 8-K that may update or supplement such
disclosure. These factors should not be construed as exhaustive and should be
read in conjunction with the other cautionary statements that are included in
the Company's other filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description Exhibit 10.1 Amendment No. 2 to the Credit Agreement, dated as ofMay 8, 2020 , to the Credit Agreement, as amended by Amendment No. 1 to the Credit Agreement dated as ofNovember 28, 2018 , by and amongHilton Grand Vacations Borrower LLC ,Hilton Grand Vacations Parent LLC ,Hilton Grand Vacations Inc. , the other lender parties thereto, the other guarantors thereto, andBank of America, N.A ., as successor administrative agent, collateral agent, L/C issuer and swing line lender. Exhibit 10.2 Omnibus Amendment No. 15 to Receivables Loan Agreement and Amendment No. 7 to Sale and Contribution Agreement, effective as ofMay 8, 2020 , by and amongHilton Grand Vacations Trust I LLC , as borrower, the financial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders, andBank of America, N.A ., as administrative agent andWells Fargo Bank, National Association , as paying agent and securities intermediary. Exhibit 99.1 Press release ofHilton Grand Vacations Inc. , datedAugust 12, 2019 , related to Amendment No. 2 to the Credit Agreement. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source