Item 1.01. Entry into a Material Definitive Agreement.
On March 1, 2022, Marten Transport, Ltd. ("Marten") entered into a Twelfth
Amendment to Credit Agreement (the "Amendment") with U.S. Bank National
Association, as agent (the "Agent"), and certain lenders party thereto
(collectively, the "Lenders"). The Amendment amends that certain Credit
Agreement, dated as of August 31, 2006, entered into by and among Marten, the
Agent, and the Lenders (the "Original Agreement"), as modified by amendments
dated as of January 1, 2007, November 30, 2007, May 27, 2011, December 10, 2012,
December 22, 2014, November 4, 2015, December 6, 2016, August 24, 2018, August
13, 2019, November 18, 2020 and August 17, 2021 (collectively, the "Prior
Amendments" and, together with the Original Agreement, the "Current Credit
Agreement"). Marten previously filed copies of the Original Agreement and the
Prior Amendments with the Securities and Exchange Commission.
The Amendment waives the limitations of certain restrictive payments under the
Current Credit Agreement through December 31, 2022 to allow for stock
redemptions and dividends in excess of 25% of Marten's total consolidated net
income for its most recent prior fiscal year in a total amount of up to
$80,000,000. In addition, the Amendment converts the benchmark rate from LIBOR
to term SOFR (as defined in the Current Credit Agreement, as amended by the
Amendment) and provides: (a) for a separate margin for each available interest
period to be added to the term SOFR benchmark rate to yield the total applicable
interest rate, which in each case is greater than the margin for the previously
applicable LIBOR benchmark rate, and (b) that the applicable margin increases
with increases in the cash flow leverage ratio (as defined in the Current Credit
Agreement, as amended by the Amendment). The Amendment eliminates the
availability of two (2) month interest periods. The Amendment also provides a
mechanism for determining the interest rate should term SOFR no longer be
available for determining the applicable interest rate. The obligations arising
under the revolving credit facility continue to be guaranteed by each of
Marten's existing subsidiaries.
The foregoing description of the Amendment is qualified in its entirety by
reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information described under Item 1.01 "Entry into a Material Definitive
Agreement" is incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
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(b) Pro Forma Financial Information.
Not Applicable.
(c) Shell Company Transactions.
Not Applicable.
(d) Exhibits.
Exhibit No. Description
10.1 Twelfth Amendment to Credit Agreement, dated as of March 1,
2022, by and among Marten Transport, Ltd., as borrower, the banks
party thereto as lenders, and U.S. Bank National Association, as
agent for the lenders (included herewith).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
2
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