ITEM 1.01 Entry into a Material Definitive Agreement.
On January 24, 2020 (the "Closing Date"), AAC Holdings, Inc., a Nevada
corporation (the "Company"), entered into Amendment No. 3 (the "Senior
Amendment") to that certain Credit Agreement, dated as of March 8, 2019,
together with Credit Suisse AG, as administrative agent and collateral agent,
and the lenders and other parties thereto (as amended, the "Senior Credit
Facility"). Pursuant to the Senior Amendment, certain lenders thereunder agreed
to advance new term loans to the Company in an aggregate principal amount equal
to $12.0 million (the "New Term Loan"), of which $10.0 million was funded on the
Closing Date. Pursuant to the Senior Amendment, the Company may borrow the
additional $2.0 million upon the extension of the Forbearance Periods (as
defined in Item 8.01 of this Current Report on Form 8-K) to a date later than
February 21, 2020. The Senior Amendment otherwise amended certain terms of the
Senior Credit Facility to provide for the New Term Loan, the maturity date of
which is April 15, 2020. The Company intends to use the proceeds of the New Term
Loan for working capital and other general corporate purposes.
Also on the Closing date, the Company entered into Amendment No. 4 (the "Junior
Amendment" and, together with the Senior Amendment, the "Amendments") to that
certain Credit Agreement, dated as of June 30, 2017, together with Credit Suisse
AG, as administrative agent and collateral agent, and the lenders and other
parties thereto (as amended, the "Junior Credit Facility" and, together with the
Senior Credit Facility, the "Credit Facilities"). The Junior Amendment amended
the Junior Credit Facility to the extent necessary to permit the Company to
incur the New Term Loan.
Except as described in this Current Report on Form 8-K, the material terms of
the Credit Facilities remain unchanged.
ITEM 8.01 Other Events.
As previously reported, on October 30, 2019, the Company entered into
forbearance agreements (together, the "Forbearance Agreements") with the
applicable lenders (the "Forbearing Lenders") and agents in respect of the
Credit Facilities, pursuant to which, among other things, the Forbearing Lenders
agreed to forbear from exercising their respective creditors' remedies under the
Credit Facilities that would have otherwise been available due to the existence
of certain events of default by the Company under the Credit Facilities. Also as
previously reported, on January 9, 2020, the Forbearing Lenders delivered to the
Company notice of the termination of the respective forbearance periods under
the Forbearance Agreements (collectively, the "Forbearance Periods").
On the Closing Date, in connection with the Company's entering into the
Amendments, the Company entered into amendments to the Forbearance Agreements
with the Forbearing Lenders, pursuant to which the Forbearing Lenders agreed to
extend the Forbearance Periods through February 21, 2020, subject to extension
in the discretion of the Forbearing Lenders if the Company shall not have
entered into agreements embodying the material terms of a consensual financial
restructuring among the Company and the parties to the Credit Facilities.
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