Item 1.01 Entry Into Material Definitive Agreements.
On
The changes to the Existing Credit Agreement included in the Second Amended and
Restated Credit Agreement provide for, among other things, (a) an increase in
the secured revolving credit commitments previously available under the Existing
Credit Agreement by
The Second and Amended and Restated Credit Agreement provides for a
Borrowings under the Second Amended and Restated Credit Agreement bear interest based on, at our option, either (1) the applicable fixed rate plus 1.00% to 1.75% or (2) the daily rate plus 0.0% to 0.75%, in each case, depending on Copart's consolidated total net leverage ratio. Additionally, the unused revolving commitments under the Second Amended and Restated Credit Agreement are subject to the payment of a customary commitment fee at a range of 0.175% to 0.275%, depending on Copart's consolidated total net leverage ratio.
The applicable fixed rates described above with respect to borrowings
denominated in
The principal purpose of this financing transaction was to increase the size and availability under Copart's Existing Credit Agreement and provide borrowing capacity to certain of Copart's foreign subsidiaries in foreign currencies. Copart intends to use the increased availability under the Second Amended and Restated Credit Agreement for general corporate purposes, including working capital and capital expenditures as well as potential share repurchases, acquisitions, or other investments relating to Copart's expansion strategies in domestic and international markets.
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 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit Description Number 10.1 Second Amended and Restated Credit Agreement, dated as ofDecember 21, 2021 , by and amongCopart, Inc. , the subsidiaries ofCopart, Inc. party thereto, the lenders party thereto, andBank of America, N.A ., as administrative agent. Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including
statements relating to the use of proceeds of the disclosed financing.
Forward-looking statements involve substantial risks and uncertainties that may
cause actual events or results to differ materially from currently anticipated
events or results such as Copart's ability to generate sufficient cash flow to
timely service its indebtedness; Copart's ability to adhere to the negative
covenants and restrictions contained in the financing documents; working capital
requirements; and the timing and size of any future acquisitions or share
repurchases, if any. In addition, Copart's business is subject to numerous risks
and uncertainties, including, among others, risks relating to vehicle supplier
and customer acquisition and maintenance; risks associated with international
operations; and risks associated with online operations, including cyber-attacks
and credit card fraud. Information on these and additional risks, uncertainties,
and other information affecting our business and operating results are contained
in Copart's filings with the
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