Item 1.01 Entry into a Material Definitive Agreement
OnDecember 29, 2021 ,Plantronics, Inc. (the "Company" or "Poly") entered into Amendment No. 3 to Credit Agreement ("Amendment No. 3") by and among the Company, the lenders party thereto, andWells Fargo Bank, National Association , as administrative agent, which amends that certain Credit Agreement, dated as ofJuly 2, 2018 (as previously amended by Amendment Nos. 1 and 2, the "Credit Agreement"), by and among the Company, the lenders from time to time party thereto, andWells Fargo Bank, National Association , as administrative agent. Amendment No. 3 amends the Credit Agreement to, among other things, increase the maximum Secured Net Leverage Ratio (as defined in the Credit Agreement) permitted under the Credit Agreement to 3.75 to 1.00 as of the end of any fiscal quarter ending during the period beginning onJanuary 2, 2022 throughDecember 31, 2022 and to 3.00 to 1.00 as of the end of any fiscal quarter ending thereafter, except that the maximum Secured Net Leverage Ratio shall be deemed to be 3.00 to 1.00 at all times for purposes of determining pro forma compliance with each Specified Pro Forma Financial Covenant Test (as defined in the Credit Agreement). Additionally, Amendment No. 3 modifies calculation of the Secured Net Leverage Ratio solely for purposes of determining compliance with Section 7.11(a) of the Credit Agreement for any fiscal quarter ending betweenJanuary 2, 2022 throughDecember 31, 2022 (and not for purposes of determining compliance with any Specified Pro Forma Financial Covenant Test) by amending the definition of Consolidated EBITDA (as defined in the Credit Agreement) to (a) limit the aggregate amount added back pursuant to clause (vii) thereof (relating to certain acquisition expenses) to the greater of$30,000,000 and 10% of Consolidated EBITDA for such Measurement Period (as defined in the Credit Agreement) (calculated before giving effect to any such expenses to be added back pursuant to such clause (vii) for such Measurement Period), (b) limit the aggregate amount added back pursuant to clause (vii) thereof in respect of integration expenses related to the Polycom Acquisition (as defined in the Credit Agreement) to$30,000,000 , and (c) limit the aggregate amount added back pursuant to clause (viii) thereof (relating to certain non-recurring or unusual items reducing consolidated net income) to the greater of$30,000,000 and 10% of Consolidated EBITDA for such Measurement Period (calculated before giving effect to any such items to be added back pursuant to such clause (viii) for such Measurement Period). The foregoing description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 3, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information under Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits The exhibits listed in the Exhibit Index below are filed as part of this report. Exhibit Number Description 10.1 Amendment No. 3 to Credit Agreement, dated as
of
amongPlantronics, Inc. , the lenders party
thereto, and
National Association, as administrative agent 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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