Item 1.01 Entry into a Material Definitive Agreement.
Term Loan Agreement
On
Loans borrowed pursuant to the Term Loan Agreement (the "Term Loans") bear
interest at a rate per annum equal to SOFR Interest Rate (as defined in the Term
Loan Agreement and with a floor of 3.00%) plus 5.75%. The Term Loans do not
amortize and will be interest-only until the
The Company may pay all or a portion of the outstanding principal and accrued unpaid interest under the Term Loan Agreement at any time upon prior notice to the Term Lenders subject to (i) a repayment fee schedule of, depending on when the repayment is made, 3.00% of the principal amount of any such repayment during the first 12 months of the Term Loan Agreement, 2.00% of the principal amount of any such repayment during months 13 through 24 of the Term Loan Agreement, and 1.00% of the principal amount of any such repayment thereafter and (ii) an exit fee equal to 3.25% of the principal amount of any such repayment. The Term Loan Agreement contains customary mandatory prepayment provisions. Once repaid or prepaid, the Term Loans may not be reborrowed.
The Term Loan Agreement includes customary conditions to borrowing,
representations and warranties and covenants, including affirmative covenants
and negative covenants that restrict the Credit Parties' and their subsidiaries'
ability to, among other things, incur indebtedness, grant liens, merge or
consolidate, make investments, dispose of assets, make acquisitions, pay
dividends or make distributions, repurchase stock and enter into certain
transactions with affiliates, in each case subject to certain exceptions. The
Term Loan Agreement also has a financial covenant requiring the Credit Parties
to maintain at all times liquidity of at least
The Term Loan Agreement also contains customary events of default, including among other things, the Company's failure to make any principal or interest payments when due, the occurrence of certain bankruptcy or insolvency events, or the Company's breach of the covenants under the Term Loan Agreement. Upon the occurrence of an event of default, the Term Lenders may, among other things, accelerate the Company's obligations under the Term Loan Agreement.
As security for their obligations under the Term Loan Agreement, the Credit Parties granted the Term Agent a continuing security interest in substantially all of their assets (including intellectual property), subject to certain customary exceptions, with the priority of the security interest of the Term Lenders and the ABL Lenders (as defined below) subject to the terms of a customary intercreditor agreement.
Proceeds from the Term Loans will be used to pay transaction fees incurred in connection with the Term Loan Agreement, and for working capital needs and general corporate purposes of the Company and their subsidiaries.
The above description of the Term Loan Agreement is a summary and is not complete. A copy of the Term Loan Agreement is filed as exhibit 10.1 to this Current Report on Form 8-K, and the above summary is qualified in its entirety by reference to the terms of the Term Loan Agreement, which is incorporated herein by reference.
Amendment No. 1 to ABL Loan Agreement
As previously disclosed, on
In connection with its entry into the Term Loan Agreement, on
The above description of the ABL Amendment is a summary and is not complete. A copy of the ABL Amendment is filed as exhibit 10.2 to this Current Report on Form 8-K, and the above summary is qualified in its entirety by reference to the terms of the ABL Amendment, which is incorporated herein by reference.
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Item 2.02 Results of Operations and Financial Condition.
On
A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished under Items 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for the 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, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Credit, Security and Guaranty Agreement, dated as of
and among
time party thereto, the lenders from time to time party thereto, and
Agreement, dated as of
Inc.,
as agent and the lenders party thereto
99.1 Press Release of
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