Item 1.01 Entry into a Material Definitive Agreement
On September 2, 2022, Blue Bird Corporation (the "Company") entered into the
Fifth Amendment and Limited Waiver to Credit Agreement ("Fifth Amendment"), by
and among the Company and certain of its subsidiaries, including Blue Bird Body
Company ("Borrower"), and Bank of Montreal, as Administrative Agent and an
Issuing Bank, Fifth Third Bank and Truist Bank, each an Issuing Bank, and
certain other financial institutions from time to time party thereto
(collectively, the "Lenders").
The Fifth Amendment amended the Credit Agreement, dated as of December 12, 2016
("Credit Agreement," as amended by the First Amendment to Credit Agreement,
dated as of September 13, 2018 ("First Amendment"), Second Amendment to Credit
Agreement, dated as of May 7, 2020 ("Second Amendment"), Third Amendment to
Credit Agreement, dated as of December 4, 2020 ("Third Amendment"), Fourth
Amendment to Credit Agreement, dated as of November 24, 2021 ("Fourth
Amendment"), and as further amended by the Fifth Amendment, collectively the
"Amended Credit Agreement").
The Fifth Amendment, among other things, resulted in the Borrower and
Administrative Agent jointly electing an early opt-in to change one of the
market interest rate indices that Borrower can elect to accrue interest on
outstanding borrowings from the U.S. Dollar London Interbank Offering Rate
("LIBOR"), which is being discontinued subsequent to June 30, 2023, to the
Secured Overnight Financing Rate as administered by the Federal Reserve Bank of
New York ("SOFR"). Such change will become effective at the end of the
applicable interest period for any LIBOR borrowings outstanding on the Fifth
Amendment effective date.
The Fifth Amendment also provides covenant relief, through December 31, 2022,
via a waiver of the $20.0 million trailing twelve-month minimum consolidated
EBITDA covenant for the fiscal quarter ending October 1, 2022 and the 2,306
minimum units manufactured covenant for the trailing three-month period ending
October 1, 2022. Out of an abundance of caution, the Company requested such
covenant relief given the supply chain disruptions that challenged the Company
throughout its fiscal year.
Finally, the Fifth Amendment requires the Company to provide a rolling
thirteen-week cash flow forecast to the Administrative Agent, on a monthly
basis, beginning with the fiscal month ended August 27, 2022 and ending with the
fiscal month ending April 1, 2023.
The foregoing description of the Fifth Amendment is a summary and is qualified
in its entirety by reference to a copy of the Fifth Amendment, which will be
included as an Exhibit to the Company's fiscal year 2022 Form 10-K that will be
filed with the Securities and Exchange Commission in December 2022.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
99.1 Press Release of the Company, dated September 9 , 2022 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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