Item 1.01 Entry into a Material Definitive Agreement.
Note Purchase Agreement
On
On the Closing Date, the Company intends to use the net proceeds from the
issuance and sale of the Notes to repay in full the approximately
The Purchase Agreement contains customary representations, warranties and agreements of the parties thereto. In addition, the Company and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act").
The Notes have not been registered under the Securities Act or any state
securities laws and may not be offered or sold in
Amendments to Existing Credit Agreements
PNC Credit Agreement
On
Upon effectiveness, the Fifth Amendment will amend the PNC Credit Agreement to (i) permit the Company to issue the Notes and GPM and certain of the other Guarantors to guarantee the Notes, (ii) modify certain of the covenants, including the indebtedness covenant, investment covenant, restricted payments covenant and payment of junior indebtedness covenant, in connection with permitting the Notes and the transactions contemplated by the Purchase Agreement, (iii) remove references to the Ares Credit Agreement and (iv) limit the collateral granted as security under the PNC Credit Agreement to a first priority lien on only receivables, inventory and deposit accounts.
The Company did not incur additional debt or receive any proceeds in connection with the Fifth Amendment.
M&T Credit Agreement
On
Upon effectiveness, the M&T Amendments will amend the M&T Credit Agreement and M&T Covenant Agreement to (i) permit the Company to issue the Notes and GPM and certain of the other Guarantors to guarantee the Notes, (ii) modify and introduce certain definitions in connection with permitting the Notes and the transactions contemplated by the Purchase Agreement and (iii) remove references to the Ares Credit Agreement.
The Company did not incur additional debt or receive any proceeds in connection with the M&T Amendments.
The foregoing description of the Purchase Agreement, the Fifth Amendment and the M&T Amendments is only a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement, the Fifth Amendment, the M&T Credit Agreement Amendment and the M&T Master Covenant Agreement Amendment, which are filed as Exhibit 1.1, Exhibit 10.1 Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-K and incorporated by reference in this Item 1.01.
--------------------------------------------------------------------------------
Item 1.02. Termination of a Material Definitive Agreement.
In connection with the issuance and sale of Notes as described in Item 1.01 of
this Current Report on Form 8-K, on the Closing Date, the Company will repay in
full all obligations under and terminate that certain credit agreement, entered
into on
A description of the material terms of the Ares Credit Agreement is contained
under the heading "Credit Facilities-Ares Credit Agreement" contained in Part I
Item 7 of the Company's Annual Report on Form 10-K for the year ended
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 1.1 Purchase Agreement, datedOctober 14, 2021 . 10.1 Fifth Amendment to Third Amended, Restated and Consolidated Revolving Credit and Security Agreement, datedOctober 6, 2020 , by and amongGPM Investments, LLC and certain of its subsidiaries as other borrowers and guarantors thereto, the lenders party thereto andPNC Bank, National Association . 10.2 Amendment to Second Amended, Restated and Consolidated Credit Agreement, datedJune 24, 2021 , by and amongGPM Investments, LLC , and the other borrowers party thereto and M&T Bank. 10.3 Amendment to Second Amended and Restated Master Covenant Agreement, datedJune 24, 2021 , by and betweenGPM Investments, LLC and M&T Bank. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source