Item 1.01 Entry into a Material Definitive Agreement.
On
The proceeds of such term loans may be used to (i) pay fees and expenses related
to entering into the Financing Agreement and the related transaction documents
and the acquisitions of those certain entities contemplated by that certain
Stock Purchase Agreement between the Company and seller thereunder (the
"Seller") and those separate certain Share Sale and Purchase Agreements, as
previously reported on the Company's Current Report on Form 8-K filed on
Each term loan under the Financing Agreement shall be, at the option of the Company, either a Base Rate Loan or a SOFR Loan. Base Rate Loans shall bear interest at a rate per annum equal to the Base Rate plus 9.00% per annum. SOFR Loans shall bear interest at a rate per annum equal to Adjusted Term SOFR plus 10.00% per annum. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Financing Agreement at a per annum rate equal to 3.00% above the interest rate otherwise applicable to such obligations.
The Financing Agreement requires that the Loan Parties and their subsidiaries make certain mandatory prepayments ("Mandatory Prepayments") including paying a certain percentage of Excess Cash Flow and the proceeds of Extraordinary Receipts. Any Mandatory Prepayments or repayment in full of the term loans will be subject to early termination fees in an amount equal to (a) a make-whole amount equal to (a) 1.35 times the aggregate original principal amount of the term loans funded under the Financing Agreement minus (b) the sum of (i) any interest paid to the Financing Agreement plus (ii) any Upfront Fees equal to 5.00% the amount of proceeds of Loans under the Agreement, Agency Fees, and Exit Fees equal to 5.00% of the aggregate original principal amount of the term loans paid pursuant to the Loan Documents, plus (iii) any principal amounts of the term loans paid as of the date of such prepayment or repayment. No make-whole amount will be owing or payable by the Company in respect of optional prepayment on or prior to the date that is nine (9) months following the effective date of the Financing Agreement.
The Financing Agreement contains customary representations, warranties, events of default and covenants by the Loan Parties and their subsidiaries, subject to customary materiality, material adverse effect and knowledge qualifiers. The Financing Agreement also contains (a) certain affirmative covenants that impose certain reporting obligations on the Loan Parties and their subsidiaries, (b) certain negative covenants that generally limit, subject to various exceptions, the Loan Parties and their subsidiaries from taking certain actions, including, without limitation, incurring indebtedness, making investments, incurring liens, paying dividends and engaging in mergers and consolidations, sale and leasebacks and asset dispositions, and (c) financial maintenance covenants in the form of a maximum leverage ratio and minimum liquidity. Obligations under the Financing Agreement may be declared due and payable upon the occurrence and during the continuance of customary events of default.
2
In connection with the Financing Agreement,
In connection with the foregoing, the Company's current senior lender entered
into an intercreditor agreement with
The foregoing summaries of the Financing Agreement,
The Financing Agreement and the related Loan Documents contain representations and warranties by each of the parties thereto, which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the Financing Agreement and the related Loan Documents were made solely for the benefit of the parties to such agreements; are subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure schedules; may have been made for the purposes of allocating contractual risk between the parties to such agreements instead of establishing these matters as facts; and are subject to standards of materiality applicable to the contracting parties that may differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of such agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Items 1.01 of this Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit Description 10.1 Financing Agreement, datedMarch 10, 2023 , by and amongUnique Logistics International, Inc. ,Unique Logistic Holdings, Inc. ,Unique Logistics International (NYC), LLC ,Unique Logistics International (BOS), Inc. ,Alter Domus (US) LLC ,CB Agent Services LLC ,CB Participations SPV, LLC , and CP IV SPV, LLC 10.2Fee Letter , datedMarch 10, 2023 , by and amongUnique Logistics International, Inc. ,Unique Logistic Holdings, Inc. ,Unique Logistics International (NYC), LLC ,Unique Logistics International (BOS), Inc. ,Alter Domus (US) LLC , andCB Agent Services LLC 10.3 Security Agreement, datedMarch 10, 2023 , by and amongUnique Logistics International, Inc. ,Unique Logistic Holdings, Inc. ,Unique Logistics International (NYC), LLC ,Unique Logistics International (BOS), Inc. , andAlter Domus (US) LLC 10.4 Collateral Assignment, datedMarch 10, 2023 , by and amongUnique Logistics International, Inc. andAlter Domus (US) LLC 10.5 Intercompany Subordination Agreement, datedMarch 10, 2023 , by and amongUnique Logistics International, Inc. ,Unique Logistic Holdings, Inc. ,Unique Logistics International (NYC), LLC ,Unique Logistics International (BOS), Inc. ,Unique Logistics International (India) Private Ltd. , ULI (North & East China)Company Limited ,Unique Logistics International (H.K.) Limited , ULI (South China) Limited,Unique Logistics International (South China) Limited,Unique Logistics International (Shanghai) Co., Ltd. , Shenzhen Unique logisticsInternational Limited , andAlter Domus (US) LLC 10.6 AgentFee Letter , datedMarch 10, 2023 , by and amongUnique Logistics International, Inc. andAlter Domus (US) LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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