Item 1.01 Entry into a Material Definitive Agreement.
New ABL Facility and FILO Facilities
On
The New ABL Credit Agreement includes conditions to borrowings, representations
and warranties, affirmative and negative covenants, and events of default
customary for financings of this type and size. Pursuant to the New ABL Credit
Agreement, the Borrower and its subsidiaries must maintain borrowing
availability under the New ABL Facility at least equal to the greater of (i)
Amounts available for advances under the New Facilities are subject to borrowing
bases as described in the New ABL Credit Agreement. Borrowings under the New ABL
Facility will bear interest at a rate equal to, at the option of the Borrower,
(i) the Adjusted Term SOFR (as defined below) plus a margin ranging from 1.25%
to 1.75%, or (ii) the Base Rate (as defined below) plus a margin ranging from
0.25% to 0.75%, in each case with such margins depending on the Borrower's
average quarterly borrowing availability under the New ABL Facility. Borrowings
under the FILO A Facility will bear interest at a rate equal to, at the option
of the Borrower, (i) the Adjusted Term SOFR plus 3.00%, or (ii) the Base Rate
plus 2.00%. Borrowings under the FILO B Facility will bear interest at a rate
equal to, at the option of the Borrower, (i) the Adjusted Term SOFR plus a
margin ranging from 8.50% to 9.00%, or (ii) the Base Rate plus a margin ranging
from 7.50% to 8.00%, in each case with such margins depending on seasonal
periods. The "Adjusted Term SOFR" is the term SOFR plus a term SOFR adjustment
of 0.10% for loans under the New ABL Facility or a term SOFR adjustment of 0.00%
for loans under the FILO A Facility and the FILO B Facility. The "Base Rate" is
the greatest of (i) the federal funds effective rate plus 0.50%, (ii) the term
SOFR plus 1.00%, and (iii) the prime rate of
The New Facilities are secured by a first priority lien on all present and
after-acquired tangible and intangible assets of the Company and its
subsidiaries other than certain collateral that secures the Term Loan (as
defined below). Each of the New Facilities will terminate, and outstanding
borrowings thereunder will mature, on the earlier of (i)
On the Refinancing Closing Date, the Borrower borrowed approximately
The foregoing summary of the New ABL Credit Agreement is qualified in its . . .
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference herein. In connection with the repayment of the
Existing ABL Loans, the Existing ABL Credit Agreement was terminated, all other
related loan documents were terminated, and all liens and encumbrances granted
by the Company and its subsidiaries in favor of the lenders party to the
Existing ABL Credit Agreement were terminated and released. The Borrower paid
approximately
Item 2.02 Results of Operations and Financial Condition.
On
The information furnished in this Item 2.02-"Results of Operations and Financial Condition" of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1* Credit Agreement, dated as ofMay 9, 2022 , by and amongTuesday Morning Corporation ,Tuesday Morning, Inc. , each subsidiary guarantor from time to time party thereto, the lenders from time to time party thereto,Wells Fargo Bank, National Association , as administrative agent, and 1903PLoan Agent, LLC , as FILO B documentation agent. 10.2* Second Amendment to Credit Agreement and First Amendment to Guaranty and Collateral Agreement, dated as ofMay 9, 2022 , by and amongTuesday Morning Corporation ,Tuesday Morning, Inc. ,TMI Holdings, Inc. ,Alter Domus (US), LLC , as administrative agent, and the lenders named therein. 99.1 Press Release ofTuesday Morning Corporation datedMay 12, 2022 EX-104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish
a copy of all omitted exhibits and schedules to the
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