Item 1.01 Entry into a Material Definitive Agreement
6.875% Senior Secured Notes due 2026
On
The New Notes were issued and sold in a private offering exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), to persons reasonably believed to be qualified institutional
buyers in accordance with Rule 144A under the Securities Act and to non-
Indenture
The terms of the New Notes are governed by the indenture, dated as of
Interest and Maturity
The New Notes bear interest at a rate of 6.875% and mature on
Guarantees
The Company's obligations under the New Notes are guaranteed, on a senior secured basis, by certain of its direct and indirect wholly-owned subsidiaries (collectively, the "Guarantors") that guarantee its obligations under the Existing Credit Agreement (as defined below).
Ranking
The New Notes and the related guarantees are the Company's and the Guarantors' senior secured obligations and are senior in right of payment to any future subordinated indebtedness, and effectively senior to any existing and future junior lien indebtedness and unsecured indebtedness of the Company and the Guarantors, to the extent of the value of the collateral securing the New Notes, and effectively subordinated to any existing and future indebtedness that is secured by liens on assets that do not constitute part of the collateral securing the New Notes, to the extent of the value of such assets. If the Company enters into any New ABL Facility (as defined below), from and after entry into any such New ABL Facility, the New Notes and the related guarantees will be effectively subordinated to the obligations of the Company and the Guarantors under such New ABL Facility, to the extent of the value of the ABL Priority Collateral (as defined in the Indenture). The New Notes and the related guarantees are structurally subordinated to any existing and future indebtedness, other liabilities and preferred stock of the Company's subsidiaries that do not guarantee the New Notes.
Collateral
The New Notes and the related guarantees are secured by a first priority lien on all of the Company's and Guarantors' existing and future assets that secure the Existing Credit Agreement, subject to certain liens permitted under the Indenture. If the Company enters into any New ABL Facility, from and after the entry into any such New ABL Facility, the New Notes and the related guarantees will be secured on a first priority basis by the Notes Priority Collateral (as defined in the Indenture) and on a second priority basis by the ABL Priority Collateral, in each case subject to certain liens permitted under the Indenture.
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Covenants
The Indenture contains restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things: incur additional indebtedness; declare or pay dividends, redeem stock or make other distributions to stockholders; make investments; create liens or use assets as security in other transactions; merge or consolidate, or sell, transfer, lease or dispose of substantially all of their assets; enter into transactions with affiliates; sell or transfer certain assets; and agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Company.
Certain of these covenants will be suspended if the New Notes are assigned an
investment grade rating by
Events of Default
The Indenture provides for events of default (subject in certain cases to customary grace and cure periods), which include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the Indenture, defaults in payment of certain other indebtedness and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee or the Holders of at least 30% in aggregate principal amount of the outstanding New Notes may declare the principal of and unpaid interest on all of the New Notes to be due and payable immediately.
Redemption
. . .
Item 1.02 Termination of a Material Definitive Agreement
The Company used a portion of the net proceeds from the New Notes Offering to
repay borrowings under its term loan facility provided under the Company's
existing credit agreement, dated
On
The material terms and conditions of the Existing Credit Agreement were
described in our Current Reports on Form 8-K filed with the
The Company and its affiliates may from time to time engage certain of the lenders under the Existing Credit Agreement to provide other banking, investment banking and financial services. Certain of the initial purchasers of the New Notes, or an affiliate or affiliates thereof, are or may be lenders, and/or agents under the Existing Credit Agreement and holders of the 2023 Notes and such initial purchasers or their affiliates may receive a portion of the net proceeds of the New Notes
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Offering in connection with the repayment of the term loan facility provided under the Existing Credit Agreement and the redemption of the 2023 Notes, as applicable.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure
The Company intends to enter into a new senior secured asset-based revolving credit facility (any such facility, the "New ABL Facility"). The Company intends to use the New ABL Facility to finance the working capital needs and other general corporate purposes of the Company and its subsidiaries. There can be no assurance that the Company will be able to negotiate a definitive agreement or that it will be able to close the New ABL Facility.
In accordance with General Instruction B.2 of Form 8-K, the information included under this Item 7.01 in this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
Except for the historical information contained in this Current Report on Form
8-K, the matters addressed are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
often discuss the Company's current expectations and projections relating to its
financial condition, results of operations, plans, objectives, future
performance and business. You can identify forward-looking statements by the
fact that they do not relate strictly to historical or current facts. These
statements may include words such as "aim," "anticipate," "estimate," "expect,"
"forecast," "outlook," "potential," "project," "projection," "plan," "intend,"
"seek," "believe," "may," "could," "would," "will," "should," "can," "can have,"
"likely," the negatives thereof and other words and terms. The forward-looking
statements contained in this Current Report on Form 8-K include, but are not
limited to, statements related to the Company's use of the net proceeds from the
New Notes Offering and the Company's intention to enter into the New ABL
Facility. By nature, forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially from those projected or
implied by the forward-looking statement. Forward-looking statements are based
on current expectations and assumptions and currently available data and are
neither predictions nor guarantees of future events or performance. You should
not place undue reliance on forward-looking statements, which speak only as of
the date hereof or as of the date specified herein. See "Risk Factors" and
"Forward-Looking Statements" included in the Company's Annual Report on Form
10-K for the year ended
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed as part of this report:
Exhibit No. Description 4.1 Indenture, dated as ofJanuary 6, 2021 , among the Company, the guarantors named therein andWilmington Trust, National Association , as trustee and notes collateral agent. 4.2 Form of 6.875% senior secured note due 2026 (included as Exhibit A to Exhibit 4.1). 104 Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document). 4
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