ITEM 1.01. Entry into a Material Definitive Agreement.
On
The Fifth Amendment provides for, among other things, a new five-year revolving
credit facility in an aggregate principal amount of
Interest on borrowings under the New Revolving Credit Facility is payable either
quarterly or at the expiration of any SOFR interest period applicable thereto.
Borrowings under the New Revolving Credit Facility accrue interest at a rate
equal to, at our option, a base rate (with a floor of 100 basis points) plus a
percentage spread (ranging from 0.75% to 1.75%) based on our first lien net
leverage ratio or SOFR (with a floor of 0 basis points) plus a percentage spread
(ranging from 1.75% to 2.75%) based on our first lien net leverage ratio. After
giving effect to the Fifth Amendment, we will pay quarterly fees on the unused
portion of the New Revolving Credit Facility equal to a percentage spread
(ranging from 0.25% to 0.35%) based on our first lien net leverage ratio. The
Fifth Amendment also modifies the financial covenant such that it will be tested
on a quarterly basis, commencing with the fiscal quarter ending
The foregoing description of the Fifth Amendment is qualified in its entirety by reference to the Fifth Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
On
The aggregate purchase price for Target is approximately
Purchaser, the Target and the Sellers each made customary representations, warranties and covenants in the Purchase Agreement. The Sellers have agreed to provide customary post-closing indemnification for certain losses arising from breaches of certain of the representations, warranties and covenants made in the Purchase Agreement, and for losses arising from certain other liabilities, subject to certain limitations. As contemplated by the Purchase Agreement, Purchaser has obtained representation and warranty insurance to provide coverage for certain breaches of representations and warranties of the Sellers contained in the Purchase Agreement, which are subject to certain exclusions, deductibles, policy limits and other terms and conditions set forth therein.
Purchaser funded the Acquisition with cash on hand and existing and additional financing arrangements, including borrowings under the New Revolving Credit Facility described above.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete. The foregoing description of the Purchase Agreement is subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1.
ITEM 2.01. Completion of Acquisition or Disposition of Assets.
The matters described in Item 1.01 (Entry into a Material Definitive Agreement) with respect to the Acquisition are incorporated by reference herein.
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The matters described in Item 1.01 (Entry into a Material Definitive Agreement) with respect to the Fifth Amendment are incorporated by reference herein.
ITEM 8.01. Other Events.
On
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 2.1 Share Purchase Agreement dated as ofOctober 14, 2022 amongWWS Acquisition, LLC ,Martin Door Holdings, Inc. ,Martin Door Sellers' Representative, LLC and the shareholders and warrantholders parties thereto 10.1 Fifth Amendment to Credit Agreement, dated as ofOctober 13, 2022 , by and amongPGT Innovations, Inc. , the other Credit Parties party thereto, the financial institutions party thereto andTruist Bank , as Administrative Agent, Collateral Agent and SwingLine Lender 99.1 Press release ofPGT Innovations, Inc. , datedOctober 17, 2022 104 Cover Page Interactive Date File - the cover page XBRL tags are embedded within the Inline XBRL document
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