Item 1.01 Entry into a Material Definitive Agreement
Senior Secured Notes
On
The Notes mature on
Obligations under the Notes are guaranteed by the Company's existing and future
wholly-owned domestic subsidiaries (the "Guarantors") that guarantee any Credit
Facility (as defined in the Indenture) or capital markets debt securities of the
Company or Guarantors in excess of
The Company may redeem the Notes, in whole or in part, at any time prior to
If the Company experiences a change of control (as defined in the Indenture), the Company must offer to repurchase the Notes at a repurchase price equal to 101% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to the applicable repurchase date.
The Indenture contains covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries to:
? grant or incur liens;
? incur, assume or guarantee additional indebtedness;
? sell or otherwise dispose of assets, including capital stock of subsidiaries;
? make certain investments;
? pay dividends, make distributions or redeem or repurchase capital stock;
? engage in certain transactions with affiliates; and
? consolidate or merge with or into, or sell substantially all of our assets to
another entity.
These covenants are subject to a number of limitations and exceptions set forth in the Indenture.
The Indenture provides for customary events of default, including, but not limited to, failure to pay principal and interest, failure to comply with covenants, agreements or conditions, certain events of bankruptcy or insolvency involving the Company and its significant subsidiaries and the security documents related to the Notes ceasing to be effective with respect to collateral in excess of a specified amount. In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company, the Company or a significant subsidiary thereof, all Notes then outstanding will become due and payable immediately without further action or notice. If any other event of default occurs with respect to the Notes, up to two years following the first public notice or notice to the trustee of such event, the Trustee or holders of at least 30% in aggregate principal amount of the Notes may declare all Notes then outstanding to be due and payable immediately.
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New Revolving Credit Facility
On the Closing Date, the Company (the "Borrower"), and obligors party thereto,
entered into a revolving credit agreement (the "New Revolving Credit Agreement")
governing its secured revolving credit facility (the "New Revolving Credit
Facility") with the lenders party thereto (the "Lenders") and Barclays Bank PLC,
as administrative agent and collateral agent (in such capacity, the "Agent").
The New Revolving Credit Agreement provides for a revolving line of credit up to
The New Revolving Credit Facility will mature on
Interest is payable on the New Revolving Credit Facility at a fluctuating rate of interest determined by reference to the Eurodollar rate plus an applicable margin of 3.50% (with step-downs upon de-leveraging). The Borrower also has the option borrow at a rate determined by reference to the base rate.
The obligations under the New Revolving Credit Agreement are guaranteed on a joint and several basis by the Guarantors. The Company's and Guarantors' obligations under the New Revolving Credit Facility are secured on a pari passu basis with the Notes.
The New Revolving Credit Agreement contains covenants that are substantially the
same as the covenants in the Indenture governing the Notes. The New Revolving
Credit Facility also requires the maintenance of a Consolidated Leverage Ratio
(as defined in the New Revolving Credit Agreement) of 5.50 to 1.00 (with a step
down to 5.25 to 1.00 beginning with the fiscal quarter ending
The New Revolving Credit Agreement provides for customary events of default. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding obligations under the New Revolving Credit Agreement will become due and payable immediately without further action or notice.
Item 1.02 Terminated of a Material Definitive Agreement.
The information concerning the repayment and termination of the 2018 Credit
Facility in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference in this Item 1.02. The amounts drawn under the 2018 Credit Facility
bore interest a variable rate, and as of
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information concerning the Notes, the Indenture and the New Revolving Credit Facitliy in Item 1.01 of this Current Report on Form 8-K above is incorporated herein by reference in this Item 2.03.
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