Item 1.01. Entry into a Material Definitive Agreement.
Second Amendment to Credit Agreement
On
Borrowings under the Credit Agreement bear interest at a variable rate equal to (i) LIBOR, subject to a 1% floor, plus a specified margin, or (ii) the base rate (which is the highest of (a) the prime rate, (b) the greater of the federal funds rate and the overnight bank funding rate plus 0.50% or (c) the sum of 1% plus one-month LIBOR), subject to a 1% floor, plus a specified margin based upon the Company's consolidated debt to capitalization ratio as of the most recent determination date; provided, however, as of the effective date of the Amendment, (y) in respect of revolving loans, the applicable margin shall be 2.35% for LIBOR borrowings and 1.35% for ABR borrowings, and will remain in effect until the end of the first fiscal quarter ending after the end of the Specified Period (as defined in the Closing Credit Agreement); and (z) in respect of term loans, the applicable margin shall be 2.75% for LIBOR borrowings and 1.75% for ABR borrowings, in each case at all times.
Pursuant to the Closing Credit Agreement, the Company is required to apply net
cash proceeds received from certain events, including certain asset
dispositions, casualty losses, condemnations, equity issuances, capital
contributions, and the incurrence of certain debt, to prepay outstanding term
loans. Moreover, if at any time during the Specified Period, the Company's and
certain of its subsidiaries' aggregate unrestricted cash on hand exceeds
In connection with the Closing Credit Agreement, (i) the Company and certain of its subsidiaries have pledged, subject to certain exceptions, security interests and liens in and on (a) substantially all of their respective personal property assets and (b) certain of their respective real property assets, in each case to secure the Closing Credit Agreement and related obligations; and (ii) certain subsidiaries of the Company have guaranteed the Company's obligations under the Closing Credit Agreement. The foregoing security interests, liens and guaranties will remain in effect until the Collateral Release Date (as defined in the Closing Credit Agreement).
Third Amendments to Note Purchase Agreements . . . Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K (the "Report") is hereby incorporated by reference into this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The foregoing description of the amendment to the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment to the By-laws, which is filed as Exhibit 3.1 to this Report and is incorporated herein by reference.
Item 8.01. Other Events.
Announcement of Convertible Notes Offering
On
The press release announcing the Offering was issued in accordance with Rule 135c under the Securities Act. The full text of the press release is attached as Exhibit 99.3 hereto and incorporated by reference herein.
The Company intends to use a portion of the net proceeds of the Offering to pay the cost of the capped call transactions. If the initial purchasers exercise their option to purchase additional Notes, the Company intends to use a portion of the net proceeds from the sale of the additional Notes to pay the cost of entering into additional capped call transactions. The Company intends to use the remaining net proceeds from the Offering to repay amounts under its revolving credit facility to the extent the net proceeds from the Offering exceed certain repayment covenant thresholds under its Closing Credit Agreement and for general corporate purposes, which may include repaying additional amounts under the Company's revolving credit facility.
This Report (including the exhibits attached hereto) does not constitute an offer to sell or the solicitation of an offer to buy the Notes or the common stock into which the Notes may be convertible or any other securities, nor shall it constitute an offer to sell, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the Notes would be made only by means of a confidential offering memorandum.
Updates for Recent Developments and Risk Factors
The Company is providing as Exhibit 99.1 to this Report, which is incorporated
by reference to this Item 8.01, updates regarding recent developments and as
Exhibit 99.2 to this Report, which is incorporated by reference to this Item
8.01, updates to the risk factors described in (i) Part I, Item 1A of the
Company Annual Report on Form 10-K for the year ended
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable. (b) Not applicable. (c) Not applicable.
(d) Exhibits. The following exhibits are being filed herewith:
Exhibit Number (3.1) Amendment to By-laws (99.1) Updates Regarding Recent Developments (99.2) Risk Factors (99.3) Press Release ofThe Marcus Corporation , datedSeptember 17, 2020 , regarding the launch of the Offering (104) Cover Page Interactive Data File (embedded within the Inline XBRL document) Forward-looking Statements
Certain matters discussed in this Report are "forward-looking statements"
intended to qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995. These statements include, but
are not limited to, statements concerning the proposed terms of the Notes and
the capped call transactions, the completion, timing and size of the proposed
Offering and capped call and the anticipated use of proceeds from the Offering.
Forward-looking statements may generally be identified as such because the
context of such statements include words such as we "believe," "anticipate,"
"expect" or words of similar import. These statements involve risks and
uncertainties that could cause actual results to differ materially from those
that we expect. For information about other potential factors that could affect
the Company's business and financial results, please review the "Risk Factors"
described in Exhibit 99.2 to this Report and in the Company's other filings with
the
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