GLUX Great Lakes Aviation Ltd (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

August 28, 2015

Date of report (Date of earliest event reported)

 

 

Great Lakes Aviation, Ltd.

(Exact name of registrant as specified in its charter)

 

 

 

Iowa		0-23224		42-1135319
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1022 Airport Parkway

Cheyenne, WY 82001

(Address of principal executive offices, including zip code)

(307) 432-7000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 2.04

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As previously disclosed in a Form 10-Q filed on August 14, 2015 with the Securities and Exchange Commission by Great Lakes Aviation, Ltd. (the “Company”), the Company was not in compliance with the fixed charge coverage ratio covenant contained in the Loan Agreement dated as of December 22, 2014 between the Company and Callidus Capital Corporation (the “Lender”). Because of the Company’s non-compliance with this financial covenant, on August 28, 2015, the Company received notification (the “Notice”) from the Lender that it was in default under the Loan Agreement. As a result of being in default, the Lender has the right to declare the Company’s debt obligations (approximately $27.5 million) to be immediately due and payable, to terminate the Lender’s obligation to advance any additional borrowings under the original terms of the Loan Agreement, and to take possession of substantially all of the Company’s assets. In addition, the event of default increases the rate of interest the Company will pay on outstanding obligations from 14% per year to a default rate of 17%.

A copy of the Notice is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Notice from Callidus Capital Corporation through its legal counsel to Great Lakes Aviation, Ltd. dated August 28, 2015.

 

2

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SIGNATURES

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.

 

				Great Lakes Aviation, Ltd.
Date: September 18, 2015				By:		/s/ Stan Gadek
						Stan Gadek
						Chief Financial Officer

 

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Exhibit 99.1

DICKINSON WRIGHT PLLC

2600 West Bio Beaver Road, Suite 300

Troy, MI 48084-3312

Telephone: (248) 433.7200

Facsimile: (248) 433-7274

http://www.dickinsonwright.com

August 28, 2015

VIA FEDEX

Great Lakes Aviation, Ltd.

Attention: Stanley Gadek

Vice President and Chief Financial Officer

1022 Airport Parkway

Cheyenne, WY 82001

 

Re:

Loan Agreement between Callidus Capital Corporation (“Lender”) and Great Lakes Aviation, LTD., an Iowa corporation (“Borrower”), dated as of December 19, 2014 (the “Loan Agreement”)

Dear Mr. Gadek:

Dickinson Wright PLLC is legal counsel to Lender in connection with the loan evidenced by the Loan Agreement (the “Loan”). Capitalized terms used, but not defined, herein have the meaning ascribed to such terms in the Loan Agreement.

On behalf of Lender, please be advised that you are hereby formally notified that Borrower is in default of its obligations under the Credit Documents as a result of Borrower’s failure to meet the required Fixed Charge Coverage Ratio for the Test Period ended June 30, 2015. Such failure constitutes an Event of Default under the Credit Documents, and as a result of such Event of Default, you are hereby notified that (1) the provisions of the Credit Documents applicable during the occurrence and continuance of an Event of Default are now applicable in full force and effect, and (2) Lender reserves all rights and remedies available to it under the Credit Documents and applicable law.

Please note that any negotiations between Borrower, Lender or the undersigned shall not constitute a waiver of the Lender’s ability to exercise any and all rights and remedies under the Credit Documents, or otherwise at law or in equity. Any such waiver shall not be effective unless set forth in writing, duly executed by an authorized representative of Lender. Borrower shall not be entitled to rely upon any oral statements made or purported to be made by or on behalf of the Lender in connection with any alleged agreement by or on behalf of the Lender to refrain from exercising any of its rights under the Credit Documents or otherwise at law or in equity. This letter does not entitle Borrower to any notice or demand.

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Great Lakes Aviation, Ltd.

Attention: Stanley Gadek

August 28, 2015

Page 2

Additionally, please note that Lender has not received notice of any pending bankruptcy proceedings affecting Borrower. If the Borrower is a debtor in a bankruptcy proceeding subject to the provisions of the United States Bankruptcy Code (the “Code”), this letter is merely written notice made to Borrower in connection with the Credit Documents and in compliance with applicable law. This letter is not an act to collect, assess or recover a claim against a debtor in a bankruptcy proceeding, nor is this letter intended to violate any provision of the Code. Any claims against a debtor in a bankruptcy proceeding will be properly asserted in compliance with the Code in the respective bankruptcy proceeding.