ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
The Company used the net proceeds from the offering of approximately
The Securities were issued under an indenture, dated as of
The Notes will bear interest at an annual rate of 4.25%. Interest is payable
semiannually in arrears on
The Company may redeem all or part of the Notes at any time prior to
If a "change of control" occurs, each holder of the Notes will have the option to require the Company to purchase for cash all or a portion of their Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to (but excluding) the date of purchase. In addition, if the Company makes certain asset sales and does not reinvest the proceeds thereof or use such proceeds to repay certain debt, it will be required to use the proceeds of such asset sales to make an offer to purchase the Notes at a price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest.
The Indenture contains restrictive covenants limiting the ability of the Company and its Restricted Subsidiaries (as defined in the Indenture) to, among other things, incur additional indebtedness or issue certain preferred shares, create liens on certain assets to secure debt, pay dividends or make other equity distributions, purchase or redeem capital stock, make certain investments, sell assets, agree to certain restrictions on the ability of Restricted Subsidiaries to make payments to the Company, consolidate, merge, sell or otherwise dispose of all or substantially all assets, or engage in transactions with affiliates. The Indenture also contains customary events of default.
A copy of the Indenture is attached as Exhibit 4.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein. The form of the Notes (included as Exhibit A of the Indenture filed as Exhibit 4.1 hereto) is filed as Exhibit 4.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein. The descriptions of the material terms of the Indenture and the Securities are qualified in their entirety by reference to such exhibits.
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Amended and Restated Credit Facility
On
The Amended and Restated Credit Facility allows for future increases in the
facility size in the form of increased revolving commitments or new term loans
by an additional amount of up to
Applicable Rate Eurodollar Rate / Letter Pricing Level Total Leverage Ratio of Credit Fees Base Rate 1 < 3.00 : 1.00 1.500% 0.500% 2 < 3.50 : 1.00 but ³ 3.00 : 1.00 1.625% 0.625% 3 < 4.25 : 1.00 but ³ 3.50 : 1.00 1.750% 0.750% 4 ³ 4.25 : 1.00 1.875% 0.875%
The Company's obligations under the Amended and Restated Credit Facility are unconditionally guaranteed on a joint and several basis by the same subsidiaries which guarantee the Notes and certain of the Company's subsequently acquired or organized domestic subsidiaries (collectively, the "Credit Facility Guarantors").
The Amended and Restated Credit Facility is secured by a first-priority perfected security interest in and lien on substantially all of the Company's personal property assets and those of the Credit Facility Guarantors, and will include provisions which require the Company and such subsidiaries, upon the occurrence of an event of default or in the event the Company's actual Total Leverage Ratio is not at least 0.25 less than the required Total Leverage Ratio covenant level under the Amended and Restated Credit Facility, to grant additional liens on real property assets accounting for no less than 50% of the . . .
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The disclosures above under Item 1.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 2.03.
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ITEM 7.01. REGULATION FD DISCLOSURE
On
In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed "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, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits 4.1 Indenture, dated as ofMay 13, 2021 , among the Company, the Guarantors (as defined therein) andWilmington Trust, National Association , as Trustee. 4.2 Form of 4.25% Senior Notes due 2029 (included with the Indenture filed as Exhibit 4.1). 10.1 First Amended and Restated Credit Agreement dated as ofMay 13, 2021 , amongCarriage Services, Inc. , the guarantors party thereto, the financial institutions party thereto, as lenders, andBank of America, N.A ., as administrative agent. 99.1 Press Release ofCarriage Services, Inc. datedMay 13, 2021 . 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. 4
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