UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 2015
 
 
MONSTER WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
Delaware
001-34209
13-3906555
 
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
 
 
133 Boston Post Road, Building 15
Weston, Massachusetts
02493
 
 
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (978) 461-8000

None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





ITEM 8.01    OTHER EVENTS.

On April 23, 2015, Monster Worldwide, Inc. (the “Company”) entered into a Second Amendment to its Third Amended and Restated Credit Agreement, dated as of October 31, 2014, by and among the Company, Bank of America, N.A., as administrative agent, and the lenders party thereto (as amended pursuant to the First Amendment to Credit Agreement, dated as of February 6, 2015, the “Credit Agreement”).

The Second Amendment modified the definition of “Change of Control” in the Credit Agreement so that directors approved by the incumbent directors in connection with an actual or threatened proxy contest will no longer be treated as non-continuing directors for purposes of determining whether a Change of Control has occurred as a result of a majority of the board of directors failing to be composed of continuing directors.

No other material terms of the Credit Agreement changed in connection with the Second Amendment.

The foregoing description of the Second Amendment as set forth in this Item 8.01 is a summary only and is qualified in all respects by the provisions of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits.

10.1
Second Amendment to Third Amended and Restated Credit Agreement, dated as of April 23, 2015, by and among Monster Worldwide, Inc., Bank of America, N.A., as administrative agent, and the lenders party thereto.






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
MONSTER WORLDWIDE, INC.
(Registrant)
 
 
 
 
 
 
By:
/s/ James M. Langrock
 
 
Name:
James M. Langrock
 
 
Title:
Executive Vice President and Chief Financial Officer
Date: April 28, 2015








EXHIBIT INDEX

Exhibit
Number
Description
 
 
10.1
Second Amendment to Third Amended and Restated Credit Agreement, dated as of April 23, 2015, by and among Monster Worldwide, Inc., Bank of America, N.A., as administrative agent, and the lenders party thereto.





EXHIBIT 10.1

EXECUTION COPY


SECOND AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 23, 2015 (this “Amendment”), to the Existing Credit Agreement (such capitalized term and other capitalized terms used in this preamble and the recitals below to have the meanings set forth in, or are defined by reference in, Article I below) is made by MONSTER WORLDWIDE, INC., a Delaware corporation (the “Company”), and the Lenders party hereto.
W I T N E S S E T H:
WHEREAS, the Company, the Lenders and Bank of America, N.A., as Administrative Agent, are all parties to the Third Amended and Restated Credit Agreement, dated as of October 31, 2014 (as amended by a First Amendment to Third Amended and Restated Credit Agreement, dated as of February 6, 2015, and as further amended or otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Amendment and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”); and
WHEREAS, the Company has requested that the Lenders amend certain provisions of the Existing Credit Agreement, and the Lenders are willing to effect such amendments, on the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1.    Certain Definitions. The following terms when used in this Amendment shall have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):
Amendment” is defined in the preamble.
Amendment Effective Date” is defined in Article III.
Company” is defined in the preamble.
Credit Agreement” is defined in the first recital.
Existing Credit Agreement” is defined in the first recital.
SECTION 1.2.    Other Definitions. Terms for which meanings are provided in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used in this Amendment with such meanings.

1


ARTICLE II
AMENDMENT TO CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment Effective Date, clause (b) of the definition of “Change of Control” appearing in Section 1.01 of the Existing Credit Agreement is amended by deleting in its entirety the parenthetical appearing therein, which reads as follows:
(excluding, in the case of both clauses (ii) and (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors)
Except as expressly so amended, the Existing Credit Agreement shall continue in full force and effect in accordance with its terms.
ARTICLE III
CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective on the date first written above (the “Amendment Effective Date”) following receipt by the Administrative Agent of counterparts hereof executed on behalf of the Company and the Required Lenders.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1.    Cross-References. References in this Amendment to any Article or Section are, unless otherwise specified, to such Article or Section of this Amendment.
SECTION 4.2.    Loan Document Pursuant to Existing Credit Agreement. This Amendment is a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with all of the terms and provisions of the Existing Credit Agreement, as amended hereby, including Article X thereof.
SECTION 4.3.    Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
SECTION 4.4.    Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment constitutes the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written,

2


relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 4.5.    Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 4.6.    Full Force and Effect; Limited Amendment. Except as expressly amended hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Existing Credit Agreement and the other Loan Documents shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms. The amendments set forth herein shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be an amendment to, waiver of, consent to or modification of any other term or provision of the Existing Credit Agreement or any other Loan Document or of any transaction or further or future action on the part of any Loan Party which would require the consent of the Lenders under the Existing Credit Agreement or any of the Loan Documents.
SECTION 4.7.    Representations and Warranties. In order to induce the Lenders to execute and deliver this Amendment, the Company hereby represents and warrants to the Lenders that, both before and after giving effect to this Amendment, all statements set forth in clause (a) of Section 4.02 of the Credit Agreement are true and correct.


3




IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.

MONSTER WORLDWIDE, INC.


By: /s/ James Langrock__________________
Name: James Langrock
Title: EVP & Chief Financial Officer






 
 
Monster – Second Amendment to Third Amended and Restated Credit Agreement




Acknowledged by

BANK OF AMERICA, N.A.,
as Administrative Agent


By: /s/ Angela Larkin___________________
Name: Angela Larkin
Title: Assistant Vice President

 
 
Monster – Second Amendment to Third Amended and Restated Credit Agreement



BANK OF AMERICA, N.A.,
as a Lender

By: /s/ Richard M. Williams______________
Name: Richard M. Williams
Title: Senior Vice President

 
 
Monster – Second Amendment to Third Amended and Restated Credit Agreement



KeyBank National Association,
as a Lender
By: /s/ Marianne T. Meil_________________
Name: Marianne T. Meil
Title: Senior Vice President

 
 
Monster – Second Amendment to Third Amended and Restated Credit Agreement



CAPITAL ONE, NATIONAL ASSOCIATION,
as a Lender
By: /s/ Nellya Davydova_________________
Name: Nellya Davydova
Title: Vice President

 
 
Monster – Second Amendment to Third Amended and Restated Credit Agreement



Regions Bank,
as a Lender
By: /s/ Knight D. Kieffer_________________
Name: Knight D. Kieffer
Title: Vice President

 
 
Monster – Second Amendment to Third Amended and Restated Credit Agreement



BANKUNITED, N.A.,
as a Lender
By: /s/ Marianne T. Meil_________________
Name: John Wamboldt
Title: Senior Vice President



 
 
Monster – Second Amendment to Third Amended and Restated Credit Agreement

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