Item 1.01. Entry into a Material Definitive Agreement.
On
The New Credit Agreement provides for a senior secured revolving credit facility
in an aggregate principal amount not to exceed
The proceeds of the Revolving Credit Loans under the New Credit Agreement shall
be used (i) to refinance existing indebtedness, (ii) for the payment of fees and
expenses in connection with the refinancing transaction, and (iii) for general
corporate purposes, certain permitted investments, working capital, letters of
credit, capital expenditures and permitted acquisitions. The New Credit
Agreement also permits the Borrowers, under certain circumstances, to increase
the aggregate principal amount of revolving credit commitments under the New
Credit Agreement by
The New Credit Agreement has a five-year term. Borrowings under the New Credit
Agreement are collateralized by substantially all the assets of the Borrowers
and the Guarantors and a pledge of all of the issued and outstanding shares of
capital stock of each
The New Credit Agreement also contains financial covenants, including (i) a Leverage Ratio not to exceed 4.25 to 1.00 for quarterly periods as of the end of each fiscal quarter; provided, however, that notwithstanding the foregoing, following a Material Acquisition, Borrowers shall not permit the Leverage Ratio, calculated as of the end of each of the four (4) fiscal quarters immediately following such Material Acquisition (which, for the avoidance of doubt, shall commence with the fiscal quarter in which such Material Acquisition is consummated), to exceed 4.50 to 1.00 and (ii) an Interest Coverage Ratio, calculated as of the end of each fiscal quarter, not less than 3.00 to 1.00. The New Credit Agreement also contains standard representations, warranties and covenants for a transaction of this nature, including, among other things, covenants relating to (i) financial reporting and notification, (ii) payment of obligations, (iii) compliance with law, (iv) maintenance of insurance and (v) maintenance of properties.
The above description of the New Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the New Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
The New Credit Agreement amends and restates in its entirety that certain Credit
Agreement, dated as of
The Prior Credit Agreement provided for a revolving credit facility in an
aggregate principal amount not to exceed
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 on Form 8-K and in Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in filings under the Securities Act of 1933.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1* Amended and Restated Credit Agreement, dated as ofDecember 29 , amongSPH Group Holdings LLC ,Steel Excel Inc. and IGo, Inc., as Borrowers,PNC Bank, National Association , in its capacity as administrative agent, the lenders party thereto, and certain of the Borrowers' affiliates in their capacities as guarantors. 99.1 Press Release, datedDecember 29, 2021
*The schedules to this Exhibit have been omitted. The Company agrees to furnish
a copy of the omitted schedules to the
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