AIRSCULPT TECHNOLOGIES, INC. : Entering into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)
Item 1.01. Conclusion of a significant definitive agreement.
The obligations under the credit agreement will mature on
The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty. Compulsory repayments are required if any indebtedness is incurred by the Registrant or its Subsidiaries (unless such indebtedness is incurred to replace or refinance obligations under the Credit Agreement, in whole or in part) or if the Individual registrant or its affiliates receive cash proceeds from an asset sale or recovery event that are not to be reinvested. In each case, 100% of the net cash proceeds must be used for the prepayment of the term loans. No prepayment fee is due for any mandatory prepayment made.
The credit agreement contains financial covenants, including (a) a leverage ratio requiring that, commencing with the period of four financial quarters ending
The Credit Agreement also contains affirmative covenants customary for a transaction of this nature, including, among other things, covenants relating to (i) the maintenance of adequate financial and accounting books and records, (ii) the delivery of financial and other information, (iii) preservation of the existence of the Company and its subsidiaries, (iv) payment of taxes and debts, (v) compliance with laws, (vi) maintenance of insurance, (vii ) foreign qualification, (viii) use of proceeds, (ix) cash management system, (x) maintenance of properties, and (xi) conduct of business.
The credit agreement also contains negative clauses customary for a transaction of this nature, including, among others, clauses relating to (i) debt, (ii) liens, (iii) investments, (iv) pledges negatives, (v) dividends and restricted junior debt payments, (vi) restriction on fundamental changes, (vii) sale of assets, (viii) transactions with affiliated companies, (ix) restrictive agreements and (x) changes during the exercise.
The Credit Agreement also contains various events of default (subject to certain grace periods, to the extent applicable), including, events of default for non-payment of principal, interest or fees; breach of certain covenants; the inaccuracy of any representations or warranties in any material respect; bankruptcy or insolvency; dissolution or change of control; some dissatisfied judgments; defaults under material agreements; certain unfunded employee benefit plan liabilities; some dissatisfied judgments; certain ERISA violations; and the invalidity or unenforceability of the credit agreement. If an Event of Default occurs, the Company may be required to repay all amounts outstanding under the Credit Agreement.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof filed as Exhibit 10.1 to this current Report on Form 8-K and is incorporated herein. article 1.01 by reference.
Item 1.02. Termination of a Material Definitive Agreement.
In connection with entering into the credit agreement described in points 1.01 above and 2.03 below, the company has terminated the First Eagle credit facility. Under the credit agreement, the outstanding balance, accrued interest and related charges of approximately
The terms and conditions of the First Eagle credit facility are the same as the terms and conditions thereof as set forth above under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Debt Term Loan — Term Loan and Revolving Credit Agreement” in the Final Prospectus (File No. 333-260067) and Current Report on Form 8-K (File No. 001-40973), which are incorporated by reference into present.
The information set out in point 1.01 above is incorporated by reference in this point 1.02.
Item 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.
The information set out in point 1.01 above is incorporated by reference in this point 2.03.
Section 9.01. Financial statements and supporting documents.
The following documents filed herewith:
Exhibit No. Description 10.1 Credit Agreement dated as of
November 7, 2022, among AirSculpt Technologies, Inc., as Holdings, EBS Intermediate Parent LLC, as Intermediate Holdings, EBS Enterprises LLC, as the Borrower, the several lenders from time to time party hereto, and Silicon Valley Bank, as Administrative Agent, Issuing Lender and Swingline Lender 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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