07/12/2019 | Press release | Distributed by Public on 07/12/2019 15:20
CORPORATE ACTION 1
APPROVAL OF CERTAIN ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE NOTES
DESCRIPTION OF THE TRANSACTION
The following is a summary of the material terms of the Purchase Agreement, the related Guarantee and Collateral Agreement, dated as of the Closing Date, by and among the Company, certain subsidiaries of the Company, the Purchasers and Wilmington Trust, National Association, as collateral agent for the holders of the Notes (the 'Guarantee and Collateral Agreement') and the related Registration Rights Agreement, dated as of the Closing Date, by and among the Company and the Purchasers (the 'Registration Rights Agreement'). While we believe this description covers the material terms of these agreements, we encourage you to read the Purchase Agreement, the Guarantee and Collateral Agreement and the Registration Rights Agreement. The Purchase Agreement was included as Exhibit 10.1 to the Current Report on Form 8-Kfiled by the Company on May 21, 2019, and the Guarantee and Collateral Agreement and the Registration Rights Agreement were included as Exhibits 4.2 and 4.3, respectively, to the Current Report on Form 8-Kfiled by the Company on May 24, 2019. For more information about accessing these Current Reports on Form 8-Kand the other information we file with the SEC, please see 'Where You Can Find More Information' below.
As described above, on May 20, 2019, the Company and the Purchasers entered into the Purchase Agreement, pursuant to which the Company agreed to sell to the Purchasers and the Purchasers agreed to purchase from the Company $100 million aggregate principal amount of the Notes for an aggregate purchase price of $100 million. The consummation of the purchase and sale of the Notes pursuant to the Purchase Agreement occurred on May 24, 2019.
Collateral for the Notes
As contemplated by the Purchase Agreement, at the Closing, the Company, certain of its domestic subsidiaries, the Purchasers and Wilmington Trust, National Association, as collateral agent for the holders of the Notes, entered into a Guarantee and Collateral Agreement in substantially the form attached to the Purchase Agreement as Exhibit C. As described in further detail below, pursuant to the terms of the Guarantee and Collateral Agreement, the Notes are secured by a second priority security interest (subject to certain permitted liens) on the Company's and certain of its domestic subsidiaries' cash, accounts receivable, inventory, machinery and equipment (the 'Notes Collateral').
Representations and Warranties
In the Purchase Agreement, the Company made representations and warranties to the Purchasers relating to the Company, its business, the Issuance, its execution and delivery of certain documents in connection with the Issuance and our compliance with securities laws. The Purchasers also made representations and warranties to the Company regarding themselves, their execution and delivery of certain documents in connection with the Issuance and their compliance with securities laws. The representations and warranties made in the Purchase Agreement did not survive the Closing.
In the Purchase Agreement, the Company agreed to take certain actions, including filing this Information Statement with the SEC, mailing this Information Statement to the holders of Common Stock as of the Record Date and using the proceeds from the Issuance to refinance in full all amounts outstanding under the Company's First Lien Credit Agreement, to pay fees and expenses in connection therewith, and for general corporate purposes and working capital needs of the Company and its subsidiaries. In addition, the Company agreed, if it received a written request from the Purchasers within 30 days following the Closing, to cooperate in good faith and to use commercially reasonable efforts to cause the Notes to be deposited in book-entry form by or on behalf of the Company and registered in the name of Cede & Co, as nominee of the Depository Trust & Clearing Corporation ('DTC'), and to facilitate eligibility of the Notes for clearance through DTC.
Registration Rights Agreement
As contemplated by the Purchase Agreement, at the Closing, the Company and the Purchasers entered into the Registration Rights Agreement in substantially the form attached to the Purchase Agreement as Exhibit B. As described in further detail below, the Registration Rights Agreement provides that the Company will register under the Securities Act of 1933, as amended (the 'Securities Act'), and take certain actions with respect to shares of Common Stock issuable upon conversion of the Notes in accordance with the terms of the Notes.