Item 1.01 Entry into a Material Definitive Agreement.
Refinancing Transactions Overview
On
Concurrently with the Notes offering, the Issuer amended and restated the credit
agreements governing its existing revolving credit facility and existing term
loan facility (the "Concurrent Refinancing Transactions"). In connection
therewith, the Issuer, among other things, (i) extended the maturity date with
respect to certain commitments under the revolving credit facility and increased
the aggregate commitments in respect of the revolving credit facility to
Senior Secured Notes due 2027
The following is a brief description of the terms of the Notes and the Indenture. Capitalized terms used herein, but not defined herein, will have the meanings given to them in the Indenture.
Interest on the Notes will be payable semi-annually in arrears on
Ranking
The Notes and the guarantees thereof are the Issuer's and the Guarantors' senior secured obligations and rank:
• equally in right of payment with all of the Issuer's and the Guarantors' existing and future senior obligations (without giving effect to security interests); and • senior in right of payment to any of the Issuer's and the Guarantors' obligations that are expressly subordinated in right of payment to the Notes.
The Notes and the guarantees thereof will be effectively senior to any future indebtedness of the Issuer that is unsecured or secured by Liens on Collateral that are junior to the Liens securing the Notes, in each case, to the extent of the value of the Collateral (after giving effect to Liens securing the Priority Payment Lien Obligations and any other Lien on the Collateral). The Notes and the guarantees thereof will be structurally subordinated to all existing and future liabilities (including trade payables) of the Issuer's subsidiaries that do not guarantee the Notes.
Guarantees and Collateral
The Notes are fully and unconditionally guaranteed, jointly and severally, on a
senior secured basis, by
The Notes are secured, on a pari passu basis, by the collateral securing obligations under the Issuer's existing senior secured notes, the revolving credit facility and term loan facility, in each case, subject to certain exceptions and permitted liens. Under the terms of the security documents and the intercreditor agreement, the proceeds of any collection, sale, disposition or other realization of collateral received in connection with the exercise of remedies
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(including distributions of cash, securities or other property on account of the value of the collateral in a bankruptcy, insolvency, reorganization or similar proceedings) will be applied first to repay "superpriority" obligations, including borrowings under the Issuer's revolving credit facility, and any additional "superpriority" borrowings that the Issuer is permitted to incur in the future.
Optional Redemption
The Issuer may, at its option, redeem at any time and from time to time prior to
At any time and from time to time prior to
Change of Control Offer
Upon the occurrence of specific kinds of change of control, if the Issuer does not redeem the Notes, the holders of the Notes will have the right to require . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of the Registrant.
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On
A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Indenture, dated as ofFebruary 14, 2020 , among the Issuer, the guarantors party thereto andWilmington Trust, National Association , as trustee and collateral agent. 10.2 Amended and Restated Credit Agreement, dated as ofFebruary 14, 2020 , among the Borrower, Holdings, each lender from time to time party thereto andBank of America, N.A ., as administrative agent. 10.3 Fourth Amended and Restated Credit Agreement, dated as ofFebruary 14, 2020 , among the Borrower, Holdings, the other guarantors party thereto, each lender from time to time party thereto andBank of America, N.A ., as administrative agent, L/C issuer and swing line lender. 99.1 Press release issuedFebruary 14, 2020 . 7
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