Item 1.01. Entry into a Material Definitive Agreement.
Entry into Credit Facilities
In connection with the consummation of the acquisition of
The Credit Agreement and its associated Security and Pledge Agreement set forth
the terms and conditions for (i) a five-year
The Credit Facilities provide the Company with a choice of interest rates
between (a) LIBOR (with a 0% floor) plus the Applicable Margin; or (b) Base Rate
(defined as the highest of (a) the Federal Funds Rate plus one-half percent
(0.50%), (b) the
Any borrowing under the Credit Agreement may be repaid, in whole or in part, at any time and from time to time without premium or penalty other than customary breakage costs, and any amounts repaid under the Revolving Facility may be reborrowed. Mandatory prepayments are required under the revolving loans when borrowings and letter of credit usage exceed the aggregate revolving commitments of all lenders. Mandatory prepayments are also required in connection with the disposition of assets to the extent not reinvested and unpermitted debt transactions.
In support of its obligations pursuant to the Credit Facilities, the Company has granted security interests in substantially all of the personal property of the Company and its domestic subsidiaries, including a pledge of the equity interests in its subsidiaries (limited to 65% of outstanding equity interests in the case of foreign subsidiaries), and the proceeds thereof, with customary exclusions and exceptions. The Company's existing and future domestic subsidiaries, including Arcturus UAV (as of the closing of its acquisition by the Company), will be guarantors for the Credit Facilities.
The Credit Agreement contains certain customary representations and warranties and affirmative and negative covenants, including certain restrictions on the ability of the Company and its Subsidiaries (as defined in the Credit Agreement) to incur any additional indebtedness or guarantee indebtedness of others, to create liens on properties or assets, or to enter into certain asset and stock-based transactions. In addition, the Credit Agreement includes certain financial maintenance covenants, requiring that (x) the Consolidated Leverage Ratio (as defined in the Credit Agreement) shall not be more than 3.00 to 1.00 as of the end of any fiscal quarter and (y) the Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) shall not be less than 1.25 to 1.00 as of the end of any fiscal quarter.
The Credit Agreement contains certain customary events of default, which include failure to make payments when due thereunder, the material inaccuracy of . . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
Closing of Acquisition of
On
See Item 9.01 of this Current Report on Form 8-K regarding the Financial Statements of Businesses Acquired.
The foregoing references to the Purchase Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the complete text of such agreement. The Company will
file the Purchase Agreement as an exhibit to its Quarterly Report on Form 10-Q
for the quarter ending
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of
As contemplated by the Company's prior announcement in its Current Report on
Form 8-K filed
Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The audited consolidated financial statements of
(b) Pro Forma Financial Information
The pro forma financial information of
(d) Exhibits Exhibit Number Description 99.1 Press release issued byAeroVironment, Inc. , datedFebruary 22, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements.
Forward-looking statements typically are identified by the use of terms such as
"may," "will," "should," "might," "expect," "anticipate," "estimate," "plan,"
"intend," "goal," "project," "strategy," "future," and similar words, although
some forward-looking statements are expressed differently. These matters are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected, anticipated or implied. These risks and
uncertainties include: the risk that disruptions will occur from the
transactions that will harm the Company's business; any disruptions or
threatened disruptions to the relationships of the Company with its
distributors, suppliers, customers and employees; the ability to timely and
sufficiently integrate the acquired company and its personnel into our ongoing
business and compliance programs; and the ability to maintain the Company's
performance in satisfaction of applicable covenants under its credit facilities.
Forward-looking statements are based on management's expectations as well as
estimates and assumptions prepared by management that, although they believe to
be reasonable, are inherently uncertain. The Company is subject to additional
risks and uncertainties described in the Company's Annual Report on Form 10-K
and subsequent Quarterly Reports on Form 10-
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