Current Report Filing (8-k)
September 21 2022 - 8:46AM
Edgar (US Regulatory)
0001839412
false
0001839412
2022-09-19
2022-09-19
0001839412
us-gaap:CommonStockMember
2022-09-19
2022-09-19
0001839412
rocr:WarrantsMember
2022-09-19
2022-09-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
September 19, 2022
QualTek Services Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-40147 |
|
83-3584928 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
| |
|
|
|
|
|
475 Sentry Parkway E, Suite 200
Blue Bell, Pennsylvania
|
|
19422 |
| (Address of principal executive offices) |
|
(Zip Code) |
(484)
804-4585
(Registrant’s telephone number, including
area code)
N/A
(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:
| |
¨ |
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)) |
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class A Common Stock |
|
QTEK |
|
The Nasdaq Stock Market LLC |
| Warrants |
|
QTEKW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. | Entry into a Material Definitive Agreement. |
On
September 19, 2022, QualTek Services Inc. (the “Company”), through its wholly-owned subsidiaries QualTek Buyer, LLC and QualTek
LLC, entered into an amendment (the “Amendment”) among QualTek Buyer, LLC, QualTek LLC, certain of the Company’s
subsidiaries party thereto and PNC Bank, National Association, as administrative agent, collateral agent and lender (in such capacity,
the “Agent”), to that certain ABL Credit and Guaranty Agreement, dated as of July 18, 2018, among QualTek Buyer, LLC,
QualTek LLC, certain of the Company’s subsidiaries party thereto, the Agent, PNC Capital Markets LLC as sole lead arranger and
sole bookrunner, and the lenders party thereto (the “Credit Agreement”, and as amended by the Amendment, the “Amended
Credit Agreement”).
The
Credit Agreement provides for an asset-based revolving credit facility (the “ABL Facility”) with aggregate revolving commitments
of $103,500,000, including a swingline subfacility and a letter of credit subfacility. The Amendment increased the aggregate revolving
commitments by $26,500,000 to $130,000,000 for the time periods set forth in such Amended Credit Agreement (the “Seasonal Increase
Period”). Interest on the principal amounts outstanding under the Credit Agreement, payable
in arrears monthly, is based on either an elected Base Rate plus an applicable margin, or an adjusted Eurodollar rate, plus an applicable
margin, as defined in the agreement (the “Applicable Margin”). The Amendment provides for a 0.50% increase in the Applicable
Margin during the Seasonal Increase Period and a 0.25% increase in the Applicable Margin for all other time periods. The ABL Facility
matures on July 17, 2025, unless required to mature earlier pursuant to the terms of the Amended Credit Agreement.
The description of the Amendment and
the Amended Credit Agreement in this Current Report on Form 8-K is a summary of, and is qualified in its entirety by, the terms
of the Amendment and the Amended Credit Agreement. A copy of the Amendment will be filed with the Company’s
Quarterly Report on Form 10-Q for the period ending October 1, 2022.
| 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
under Item 1.01 above regarding the ABL Facility and the Amended Credit Agreement is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
QUALTEK SERVICES INC. |
| |
|
| Date: September 21, 2022 |
By: |
/s/ Christopher S. Hisey |
| |
Name: |
Christopher S. Hisey |
| |
Title: |
Chief Executive Officer |
QualTek Services (NASDAQ:QTEK)
Historical Stock Chart
From Mar 2024 to Apr 2024
QualTek Services (NASDAQ:QTEK)
Historical Stock Chart
From Apr 2023 to Apr 2024
