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Item 1.01.
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Entry into a Material Definitive Agreement.
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As described in Item 2.03 below, on September 17, 2019, we and our direct and indirect subsidiaries entered into (i) a Second Amendment to Credit Agreement related to an asset-based lending facility with BMO Harris Bank N.A. and certain other lenders and parties thereto and (ii) a Second Amendment to Credit Agreement related to a term loan credit facility with BMO Harris Bank N.A. and certain other lenders and parties thereto. The disclosure provided in Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
As described in Item 2.03 below, on September 20, 2019, we issued Multiple Advance Revolving Credit Notes to entities affiliated with Elliot Management Corporation. The disclosure provided in Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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ABL Facility Amendment
On September 17, 2019, we and our direct and indirect domestic subsidiaries entered into a Second Amendment to Credit Agreement, effective as of September 13, 2019 (the “ABL Facility Amendment”), with BMO Harris Bank N.A., as Administrative Agent, Lender, Letter of Credit Issuer and Swing Line Lender, Wells Fargo Bank, National Association and Bank of America, National Association, as Lenders, and the Joint Lead Arrangers and Joint Book Runners party thereto with respect to our Credit Agreement, dated as of February 28, 2019, as amended by that certain First Amendment to Credit Agreement, dated as of August 2, 2019 (collectively, the “ABL Credit Facility”). Pursuant to the ABL Facility Amendment, the ABL Credit Facility was amended to, among other things, (i) extend the deadline for providing a reasonably detailed plan for achieving our stated liquidity goals and objectives in connection with our go-forward business plan and strategy from September 15, 2019 to September 30, 2019, and (ii) eliminate one of the exceptions to the limitation on Dispositions (as defined the ABL Credit Facility).
The foregoing description of the terms of the ABL Facility Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the ABL Facility Amendment, a copy of which is attached hereto as Exhibit 10.52(B).
Term Loan Facility Amendment
On September 17, 2019, we and our direct and indirect domestic subsidiaries entered into a Second Amendment to Credit Agreement, effective as of September 13, 2019 (the “Term Loan Facility Amendment”), with BMO Harris Bank N.A., as Administrative Agent and Lender, Elliott, as Lenders, and BMO Capital Markets Corp., as Lead Arranger and Book Runner, with respect to our Credit Agreement, dated as of February 28, 2019, as amended by that certain First Amendment to Credit Agreement, dated as of August 2, 2019 (collectively, the “Term Loan Credit Facility”). Pursuant to the Term Loan Facility Amendment, the Term Loan Credit Facility was amended to, among other things, (i) add a requirement to deliver a reasonably detailed plan for achieving our stated liquidity goals and objectives in connection with our go-forward business plan and strategy on or before September 30, 2019, and (ii) eliminate one of the exceptions to the limitation on Dispositions (as defined the Term Loan Credit Facility).
The foregoing description of the terms of the Term Loan Facility Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Term Loan Facility Amendment, a copy of which is attached hereto as Exhibit 10.53(B).
Multiple Advance Revolving Credit Notes
On September 20, 2019, we issued Multiple Advance Revolving Credit Notes (the “Revolving Notes”) to entities affiliated with Elliot Management Corporation (“Elliott”). Pursuant to the Revolving Notes, we may borrow from time to time up to $20 million from Elliott on a revolving basis. Interest on any advances under the Revolving Notes will bear interest at a rate equal to the LIBOR Rate (as defined therein) plus 7.50%, and interest shall be payable on a quarterly basis beginning on December 1, 2019. The Revolving Notes mature on November 15, 2020.
The foregoing description of the terms of the Revolving Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Revolving Notes, copies of which are attached hereto as Exhibits 10.57(A) and 10.57(B).
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Item 9.01.
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Business Acquired.
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Not applicable.
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(b)
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Pro Forma Financial Information.
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Not applicable.
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(c)
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Shell Company Transactions.
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Not applicable.
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(d)
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Exhibits.
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Exhibit
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Number
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10.52(B)
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10.53(B)
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10.57(A)
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10.57(B)
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