Item 1.01. Entry into a Material Definitive Agreement.
Credit Agreement and Security Agreement
On
The Credit Agreement provides a senior revolving credit facility in an aggregate
amount of up to
The proceeds of the Facilities will be used for working capital and general
corporate purposes of the Company and its subsidiaries and to refinance and
redeem the Company's
The Facilities mature on
At the Company's election, loans under the Facilities will bear interest at an alternative base rate or an adjusted LIBO rate, plus an applicable margin subject to the Pricing Grid below, with respect to the Revolving Facility and the Term Facility.
PRICING GRID TIER Consolidated Revolver Revolver Term Loan Term Loan Commitment LEVEL Net Leverage Eurodollar ABR Eurodollar ABR Fee Ratio Applicable Applicable Applicable Applicable Margin Margin Margin Margin I 2.75 1.75 2.75 1.75 40 bps ? 2.00 to 1.0 II 3.00 2.00 3.00 2.00 45 bps < 3.0 to 1.0 but ? 2.0 to 1.0 III 3.25 2.25 3.25 2.25 50 bps ? 3.0 to 1.0
The Facilities will be secured by a first-priority security interest in substantially all of the Company's and its subsidiaries' assets under an Amended and Restated Security Agreement among the Company, its subsidiaries and JPMorgan Chase (the "Security Agreement"). The Revolving Facility has no scheduled principal amortization until the Maturity Date. The Term Facility has quarterly installments of principal amortization in an aggregate amount for each 12-month period following the Closing Date as set forth below:
Loan Year Amount 1$10,000,000 2$15,000,000 3$15,000,000 4$20,000,000 5$20,000,000
--------------------------------------------------------------------------------
Subject to the terms set forth in the Credit Agreement, the Company may borrow, repay and reborrow the Revolving Facility at any time prior to the Maturity Date and may prepay the Term Facility at any time without penalty or premium, subject to limitations as to minimum amounts of prepayments and customary indemnification for breakage costs in the case of prepayment of Eurodollar Loans other than on the last day of a related interest period.
The Credit Agreement contains customary representations and warranties, conditions to funding, covenants and events of default.
The Credit Agreement contains covenants that, among other things, limit the Company's and its restricted subsidiaries' ability to: (i) incur or guarantee additional indebtedness; (ii) pay dividends, make other distributions or repurchase or redeem capital stock; (iii) prepay, redeem or repurchase certain indebtedness; (iv) make loans and investments; (v) sell, transfer or otherwise dispose of assets; (vi) incur or permit to exist certain liens; (vii) enter into certain types of transactions with affiliates; (viii) enter into agreements restricting the Company's subsidiaries' ability to pay dividends; and (ix) consolidate, amalgamate, merge or sell all or substantially all of their assets; subject, in all cases, to certain specified exceptions. Such limitations have various baskets as set forth in the Credit Agreement.
The foregoing description of the covenants under the Credit Agreement and the Security Agreement is only a summary and is qualified in its entirety by reference to the full text of the Credit Agreement and the Security Agreement (in each case including the exhibits thereto), copies of which are attached hereto as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K (this "Report") and are 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 included in Item 1.01 of this Report is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 10.1 Credit Agreement datedDecember 2, 2020 . 10.2 Security Agreement datedDecember 2, 2020 . 10.3 Press Release ofORBCOMM datedDecember 2, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source