Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 2.01 and Item 2.03 below is incorporated by reference herein.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
The credit facility is secured by the assets of DMC including accounts
receivable, inventory, and fixed assets, as well as guarantees and share pledges
by DMC and its subsidiaries, including newly-acquired Arcadia and its
subsidiary. Other significant changes in terms include: (i) a maximum leverage
ratio of 3.50:1.00 through the quarter ended
The credit facility includes various covenants and restrictions, certain of which relate to the payment of dividends or other distributions to stockholders; redemption of capital stock; incurrence of additional indebtedness; mortgaging, pledging or disposition of major assets; and maintenance of specified ratios.
The above description of the amended credit agreement is qualified in its entirety by reference to the Amended and Restated Credit and Security Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure
On
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Financial statements, to the extent required by this Item 9.01, will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date that this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
Pro forma financial information, to the extent required by this Item 9.01, will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date that this Current Report on Form 8-K is required to be filed.
Exhibit No. Description 10.1 Amended and Restated Credit and Security Agreement, datedDecember 23, 2021 ,DMC Global Inc. , certain of its domestic subsidiaries as borrowers, the lenders party thereto andKeyBank National Association , as administrative agent, a swing line lender and an issuing lender. * 10.2 Amended and Restated Limited Liability Company Agreement of ArcadiaProducts, LLC , datedDecember 23, 2021 , by and amongArcadia Products, LLC ,DMC Global Inc. ,DMC Korea, Inc. , andNew Arcadia Holdings, Inc. * 10.3 Executive Employment Agreement, datedDecember 23, 2021 , by and amongJames Schladen ,DMC Global Inc. andArcadia Products, LLC . 10.4 Restrictive Covenant Agreement, datedDecember 23, 2021 , by and amongJames Schladen andVictoria Schladen , individually and as trustees of theSchladen Family Trust ,Arcadia Products, LLC andDMC Global Inc. 10.5 Promissory Note, datedDecember 23, 2021 , issued bySynergex Group LLC, trustee of the Munera Family ESBT toDMC Global Inc. 10.6 Management Services Agreement, datedDecember 23, 2021 , betweenArcadia Products, LLC andDMC Global Inc. 10.7 Consulting Services Agreement, datedDecember 23, 2021 , betweenSynergex Group LLC , trustee of the Munera Family ESBT toDMC Global Inc. 99.1 Press Release datedDecember 23, 2021 ** 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Certain schedules or similar attachments to this exhibit have been omitted in
accordance with Item 601(a)(5) of Regulation S-K. The registrant hereby agrees
to furnish supplementally to the
** Furnished but not filed.
© Edgar Online, source