Item 1.01.Entry into a Material Definitive Agreement.
Entry into Fourth Amendment to Amended and Restated Credit Agreement
On
Certain parties to the Fourth Amendment and certain of their respective affiliates have performed in the past, and may from time to time perform in the future, banking, investment banking and/or other advisory services for the Company and its affiliates for which they have received, and/or will receive, customary fees and expenses.
Entry into the Purchase Agreement
On
The Purchase Agreement contains customary representations and warranties which
survive for 12 months following the closing of the transactions contemplated by
the Purchase Agreement (the "Closing"). Pursuant to the terms of the Purchase
Agreement, UMI shall not have any indemnification obligation for any inaccuracy
in or breach of any representations and warranties made in the Purchase
Agreement by UMI to Buyer until all losses of Buyer, individually or in the
aggregate, exceed the sum of
At the Closing, in accordance with the terms of the Purchase Agreement, UMI and
Buyer will enter into a Termination Agreement to terminate, effective as of the
Closing (i) the Contribution Agreement, dated as of
The foregoing descriptions of the Fourth Amendment, the Purchase Agreement and the Termination Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 4.1, 2.1 and 99.1, respectively, and incorporated herein by reference.
Item 2.01.Completion of Acquisition or Disposition of Assets.
The information set forth under Item 1.01 with respect to the Purchase Agreement and the Termination Agreement is incorporated into this Item 2.01 by reference.
On
Item 2.02.Results of Operations and Financial Condition.
On
Item 7.01.Regulation FD Disclosure.
On
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Membership Interest Purchase Agreement, dated as ofApril 29, 2020 , by and betweenUnifi Manufacturing, Inc. andParkdale, Incorporated . 4.1 Fourth Amendment to Amended and Restated Credit Agreement, dated as ofApril 29, 2020 , by and amongUnifi Manufacturing, Inc. ,Unifi, Inc. , andWells Fargo Bank, National Association . 99.1 Termination Agreement, dated as ofApril 29, 2020 , by and betweenUnifi Manufacturing, Inc. andParkdale, Incorporated .
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99.2 Press Release ofUnifi, Inc. , datedApril 30, 2020 . 99.3 Earnings Call Presentation Materials.
The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.2 and 99.3, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
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