Item 1.01; 2.03Entry into a Material Definitive Agreement; Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant.
Credit Agreement
On
PGIM, Inc. (formerlyPrudential Investment Management, Inc. ) ? Permits the Company to issue up to$30 million in additional term notes to one or more affiliates or managed accounts ofPGIM, Inc. (formerlyPrudential Investment Management, Inc. ) (collectively, "Prudential"); ? Removes the tangible net worth covenant minimum requirement, amends the fixed charge coverage ratio definition, and amends the restricted payments covenant to allow the Company more flexibility with respect to shareholder distributions and/or common stock repurchases as long as certain conditions are met (as defined within Amendment No. 9); ? Amends the provisions that allow for the replacement of LIBOR as an interest rate option in connection with borrowings under the Credit Agreement.
Amendment No. 9 to the Credit Agreement is effective as of
Note Agreement
On
o o o o ? Provides for the issuance of$30.0 million in new senior secured notes, summarized as follows: o Prudential will purchase from the Company notes in the aggregate of$30.0 million ; o The final maturity of the notes is 7 years; o Interest at a rate of 3.18% per annum on the outstanding principal balance is payable quarterly; o The notes may be prepaid, at the option of the Company, in whole or in part (in minimum amount of$1 million ), but prepayments will require payment of a Yield Maintenance Amount. ? Removes the tangible net worth covenant minimum requirement, amends the fixed charge coverage ratio definition, and amends the restricted payments covenant to allow the Company more flexibility with respect to shareholder distributions and/or common stock repurchases as long as certain conditions are met (as defined within Amendment No. 5).
Amendment No. 5 to the Note Agreement is effective as of
Item 7.01; 8.01Regulation FD Disclosure; Other Events.
On
Forward Looking Statements
Certain statements in this Current Report on Form 8-K are forward looking
statements made under the safe harbor provision of the Private Securities
Litigation Reform Act. Such statements are based on management's current
expectations as of the date of this Report, but involve risks, uncertainties and
other factors that may cause actual results to differ materially from those
contemplated by such forward looking statements. Investors are cautioned to
consider these forward looking statements in light of important factors which
may result in material variations between results contemplated by such forward
looking statements and actual results and conditions. More detailed information
about these factors is contained under the headings "Forward Looking Statements"
and "Risk Factors" in the Company's periodic reports filed with the
Item 9.01Financial Statements and Exhibits
(d)Exhibits
10.1 Amendment No. 9 to Credit Agreement datedSeptember 10, 2021 * 10.2 Credit Agreement datedJuly 13, 2010 , amongWinmark Corporation and its subsidiaries andCIBC Bank USA (formerly known asThe PrivateBank andTrust Company ) (1) 10.3 Amendment No. 5 to Note Agreement datedSeptember 10, 2021 * 10.4 Note Agreement datedMay 14, 2015 , amongWinmark Corporation and its subsidiaries andPGIM, Inc. (formerlyPrudential Investment Management, Inc. ), its affiliates and managed accounts (2) 10.5 Amendment No. 3 to Intercreditor and Collateral Agency Agreement datedSeptember 10, 2021 * 99.1 Press Release datedSeptember 10, 2021 * 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document and incorporated as Exhibit 101)
*Filed Herewith
(1) Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form
10-Q for the fiscal quarter ended
(2) Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K
filed on
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