Vestis Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
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(Exact name of Registrant as Specified in its Charter)
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| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(470 ) 226-3655
(Registrant's Telephone Number, Including Area Code)
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Item 1.01. Entry into a Material Definitive
On August 2, 2024 (the “Closing Date”), Vestis Services, LLC, a Delaware limited liability company (“Vestis Services”) and certain other Originators (as defined below) of Vestis Corporation, a Delaware corporation (the “Company”), entered into an accounts receivable securitization facility in the aggregate principal amount of up to $250 million (the “A/R Facility”) to repay a portion of the outstanding borrowings under the Company’s existing term loans.
The documentation for the A/R Facility includes, among other documents, (i) a Receivables Purchase Agreement, dated as of August 2, 2024 (the “Receivables Purchase Agreement”), by and among VS Financing, LLC, a wholly-owned, consolidated, bankruptcy-remote subsidiary of Vestis Services, as the seller (the “Seller”), Vestis Services, as the servicer (the “Servicer”), the persons from time to time party thereto as purchasers (the “Purchasers”), PNC Bank, National Association, as administrative agent (“PNC” or “Administrative Agent”), and PNC Capital Markets LLC, as structuring agent and (ii) a Sale and Contribution Agreement, dated as of August 2, 2024 (the “Sale and Contribution Agreement”) by and among Vestis Services (in its capacity as Servicer and as Originator), certain other Originators and the Seller. The A/R Facility has a scheduled termination date on August 2, 2027, unless terminated earlier in accordance with its terms.
In connection with the A/R Facility, Vestis Services and certain other wholly-owned domestic subsidiaries of the Company (the “Originators,” and each an “Originator”), have sold and/or contributed, and will continue to sell and/or contribute, certain accounts receivable generated in the ordinary course of their business (other than certain excluded receivables) and certain related assets (collectively, “Receivables”) to the Seller pursuant to the Sale and Contribution Agreement. Pursuant to the Receivables Purchase Agreement, the Seller may, from time to time, in turn sell Receivables, to the Purchasers, in exchange for payments as set forth in the Receivables Purchase Agreement.
The Seller will pay the applicable Yield Rate (as defined in the Receivables Purchase Agreement) with respect to the investments made by the Purchasers under the Receivables Purchase Agreement. The Seller will also pay certain customary fees under the Receivables Purchase Agreement and related documentation.
The Servicer will be responsible for initial servicing and collection of the Receivables. The Company will provide a customary guaranty of performance of the respective obligations of Originators to the Administrative Agent, Purchasers, and the other secured parties under the Receivables Purchase Agreement. However, neither the Servicer nor any of the Servicer’s other subsidiaries is guaranteeing the creditworthiness of the obligors to the Receivables.
The Receivables Purchase Agreement and the Sale and Contribution Agreement contain certain customary representations and warranties, affirmative and negative covenants, indemnification provisions, and events of default, including those providing for the acceleration of amounts owed by the Seller to the Purchasers under the Receivables Purchase Agreement upon the occurrence of certain events.
The foregoing descriptions of the Receivables Purchase Agreement and the Sale and Contribution Agreement are qualified in its entirety by reference to the full and complete terms of the Receivables Purchase Agreement and the Sale and Contribution Agreement, which are included as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.02. Results of Operations
On August 7, 2024, Vestis Corporation (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended June 28, 2024. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in this Item 2.02.
The information set forth under this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 2.03. Entry Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits
Exhibit No. | Description | |||||||
10.1 | ||||||||
10.2 | ||||||||
| 99.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
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.
Vestis Corporation | ||||||||||||||
| Date: | August 7, 2024 | By: | /s/ RICK DILLON | |||||||||||
| Name: | RICK DILLON | |||||||||||||
| Title: | Executive Vice President and Chief Financial Officer (principal financial officer) | |||||||||||||