Item 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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The Sale-leaseback Transactions
In connection with the consummation of the
Merger, on December 21, 2017, the Company entered into a Real Estate Sale Contract (the “Sale Agreement”) among the
Company and Strategic Financial Intermediation II, LLC (“Finco”), an affiliate of Parent. Under the terms of the Sale
Agreement, Finco purchased certain real properties from the Company for approximately $242 million. Finco simultaneously sold the
same properties to five strategic buyers (collectively, the “Purchasers”), and such Purchasers concurrently, as landlords
for each respective pool of properties acquired by such Purchasers, leased all of the real properties back to the Company, as tenant.
The Senior Secured Credit Facility
In connection with the consummation of the
Merger, on December 21, 2017, the Company and certain of its subsidiaries, as borrowers, entered into that certain Credit and Guaranty
Agreement (the “Credit Agreement”), among other parties, with Goldman Sachs Specialty Lending Group, L.P. (“GSSLG”),
as administrative agent, collateral agent and syndication agent, and a syndicate of banks and other financial institutions (the
“New Credit Facility”). The New Credit Facility provides for (1) a term loan to be drawn on the closing date of the
Merger in the principal amount of $115,000,000 (the “Term Loan”) and (2) up to $12,500,000 of revolving commitments
to be used for the issuance of standby letters of credit (the “LC Facility”).
Maturity
. The New Credit Facility
will mature on December 21, 2022.
Interest Rate
. The New Credit Facility
will bear interest calculated on a 360-day basis at a floating rate per annum of, at the Company’s option, LIBOR plus 8.00%
or a base rate (as determined in the Credit Agreement) plus 7.00%. The base rate is subject to an interest rate floor of 4.00%
and LIBOR is subject to an interest rate floor of 1.00%. In addition, the Term Loan will bear interest at a fixed rate (calculated
on the basis of a 360-day year for the actual number of days elapsed) equal to 2.00% per annum accruing with respect to the outstanding
principal balance, which shall be compounded each fiscal quarter, but shall be due and payable at maturity. During the continuance
of an event of default, an additional 2% default interest rate will apply to borrowings under the New Credit Facility.
Fees
. The New Credit Facility imposes
certain fees, including an undrawn facility fee and a fee based on the maximum aggregate amount available to be drawn under all
letters of credit issued under the LC Facility.
Prepayment
. The Credit Agreement
contains customary provisions regarding mandatory prepayments of the Term Loan.
Security Interest
. The New Credit
Facility is secured by (1) a guarantee by each of the borrowers, including the Company, on the obligations of each of the other
credit parties, (2) a first priority security interest in substantially all the assets of the borrowers, (3) a first priority pledge
on 100% of the equity securities of each domestic subsidiary of the borrowers and 65% of the equity securities of each foreign
subsidiary of the borrowers, and (4) a mortgage on certain owned real properties of the Company and its subsidiaries.
Certain Affirmative Covenants
. The
Credit Agreement contains certain customary affirmative covenants for facilities of this type (subject to materiality thresholds,
baskets and other exceptions and qualifications), including covenants relating to: delivery of financial statements and plans,
required notices, payment of taxes, maintenance of properties, inspections and compliance with laws.
Certain Negative Covenants
. The Credit
Agreement also contains certain negative covenants for facilities of this type (subject to materiality thresholds, baskets and
other exceptions and qualifications), including covenants relating to: restrictions on the incurrence of indebtedness and liens,
negative pledges, making restricted payments and investments, compliance with certain financial ratios, undergoing fundamental
changes, dispositions of assets or subsidiaries and entry into certain transactions.
Events of Default
. The Credit Agreement
contains certain events of default (subject to materiality thresholds and grace periods), including payment default, failure to
comply with covenants, material inaccuracy of representations and warranties, and bankruptcy or insolvency proceedings. In addition,
if an event of default occurs under the Credit Agreement and is not cured, GSSLG may, among other things, discontinue extending
credit under the Credit Agreement and declare outstanding amounts immediately due and payable.
Item 1.02
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TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
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Mortgage Loan Obligations with First Tennessee Bank, N.A.
In connection with the consummation of the
Merger, on December 21, 2017, the Company repaid in full all outstanding amounts pursuant to its mortgage loan obligations with
First Tennessee Bank, N.A., as lender.
UBS Senior Secured Revolving Credit Agreement
In connection with the consummation of the
Merger, on December 21, 2017, all amounts due and owing under that certain
senior secured
revolving credit agreement, dated as of May 26, 2017 (as amended, supplemented or otherwise modified from time to time) (the “Prior
Credit Facility”), among the Company, UBS AG, Stamford Branch, as administrative agent and as issuing bank, and other parties,
were paid and the Prior Credit Facility was terminated in accordance with its terms.