Item 1.01 Entry into a Material Definitive Agreement.
On
The interest rate applicable to the 2023 Credit Facility will be, at the
Company's option, either (a) the Adjusted Term SOFR Rate (subject to a 0.00%
floor), plus a margin ranging from 1.50% to 2.25% or (b) the CB floating rate,
(i) plus a margin of 0.25% or (ii) minus a margin ranging from 0.25% to 0.50%.
The margin will be based upon the Company's fixed charge coverage ratio. The CB
floating rate is the highest of (a) the
The 2023 Credit Facility will terminate and borrowings thereunder, if any, will
be due in full on
The Company is subject to certain affirmative and negative covenants including the requirement that it maintains a minimum total fixed charge coverage ratio during the periods set forth in the 2023 Credit Facility and also includes customary events of default. The 2023 Credit Facility contains covenants that restrict, among other things, the Company's ability to sell assets, make investments and acquisitions, grant liens, change the Company's lines of business, pay dividends and make certain other restricted payments. Failure to do so, unless waived by the lenders under the 2023 Credit Facility pursuant to its terms, as amended, would result in an event of default under the 2023 Credit Facility.
The summary of the 2023 Credit Facility is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 10.1 to this Form 8-K and incorporated by reference into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
On
The 2021 Credit Facility provided for a
The 2021 Credit Facility was subject to customary fees for loan facilities of
this type, including a commitment fee based on the average daily undrawn portion
of the revolving credit facility. The interest rate applicable to the 2021
Credit Facility was, at the Company's option, either (a) the LIBOR (or a
replacement rate established in accordance with the terms of the 2021 Credit
Facility) (subject to a 0.00% LIBOR floor), plus a margin of 1.50% or (b) the CB
floating rate minus a margin of 0.50%. The CB floating rate was the higher of
(a) the
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number Description Credit Agreement dated January 25, 2023, by and among the Company, the lenders 10.1 * party thereto and JPMorgan Chase Bank, N.A., as administrative agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act of 1933, as amended. The Company agrees to furnish supplementally any omitted schedules to the Securities and Exchange Commission * upon request.
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