SEC Form 8-K filed

Securities registered pursuant to Section 12(b) of the Act:

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7.375% Senior Secured Notes due 2028

Interest and Maturity

Interest on the New Notes will accrue at the rate per annum equal to 7.375% and will be payable, in cash, semi-annually on February 1 and August 1 each year, commencing on August 1, 2021, to holders of record on the immediately preceding January 15 and July 15, respectively.

The New Notes are the Company’s general senior obligations and are guaranteed by each of the Company’s restricted subsidiaries (other than excluded subsidiaries). The New Notes and the guarantees are secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by substantially all of the Company’s and the Guarantors’ current and future property and assets (other than accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets that secure our asset-backed revolving credit facility on a first priority basis (the “ABL Priority Collateral”)), including the capital stock of each guarantor  (collectively, the “Notes Priority Collateral”) and (ii) on a second priority basis by the ABL Priority Collateral.

Optional Redemption

At any time on or after February 1, 2024, the Company may redeem the New Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, to the redemption date during the twelve-month period beginning on February 1 of the year indicated below:

In addition, at any time prior to February 1, 2024, but not more than once during each 12-month period ending February 1, 2022, February 1, 2023 and February 1, 2024, the Company may redeem up to 10% of the aggregate principal amount of the New Notes during each such 12- month period upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 103.000% of the principal amount of the notes redeemed plus accrued and unpaid interest, if any, to the redemption date.

The terms of the Indenture, among other things, limit, in certain circumstances, the ability of the Company and its Restricted Subsidiaries (as defined in the Indenture) to: incur additional indebtedness; pay dividends or make other distributions or redeem or repurchase capital stock; prepay, redeem or repurchase certain junior, unsecured or subordinated debt; make loans and investments; sell assets; incur liens; enter into transactions with affiliates; alter the business the Company conducts; enter into agreements restricting the Company’s subsidiaries’ ability to pay dividends; and consolidate, merge or sell all or substantially all of the Company’s assets. If the New Notes achieve investment grade status by both Standard & Poor’s Rating Services and Moody’s Investors Service, Inc. and no default has occurred and is continuing, certain of the covenants under the Indenture will be suspended. If either rating on the New Notes should subsequently decline to below investment grade, the suspended covenants will be reinstated.

Change of Control

Upon the occurrence of certain events constituting a change of control as defined in the Indenture, the Company will be required to make an offer to repurchase all of the notes at a price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date, subject to the rights of holders of the New Notes on record on the relevant record date to receive interest due on the relevant interest payment date.

Events of Default

The Indenture provides for customary events of default including (subject in certain cases to customary grace and cure periods), among others: nonpayment of principal or interest; breach of other agreements in the Indenture; certain defaults under any mortgage, indenture or instrument under which indebtedness is or may be issued; certain events of bankruptcy or insolvency; a failure by the Company or a Significant Subsidiary (as defined in the Indenture) to pay certain final judgments aggregating in excess of the greater of $20.0 million or 2.0% of the Company’s total assets; the Guarantee ceasing to be in full force and effect; and with respect to collateral constituting more than $10.0 million individually or in the aggregate, any of the security documents relating to the Notes offer ceases to be in full force and effect. Generally, if an event of default occurs and is not cured within the time periods specified, the New Notes Trustee or the holders of at least 25% in principal amount of the then outstanding New Notes may declare all the New Notes to be due and payable immediately.

The foregoing summary of the New Notes does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the New Indenture attached as Exhibit 4.1 hereto, (ii) the form of the New Notes attached as Exhibit 4.2 hereto, and (iii) the new intercreditor agreement attached as Exhibit 4.3 hereto.

ABL Credit Agreement Amendment

In connection with the offering of the New Notes, the Company entered into an amendment of its Credit Agreement dated April 21, 2016 among the Company, as borrower, the lenders party thereto and Wells Fargo National Association, as administrative agent (the “ABL Credit Agreement”), to facilitate the issuance of the New Notes.  The amendments to the ABL Credit Agreement, include, among other things, a consent to the issuance of the New Notes, revisions to terms and exclusions of collateral and addition of certain subsidiaries as guarantors.  The foregoing summary of the amendment to the ABL Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2 to the Credit Agreement attached as Exhibit 4.3 hereto.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.