Item 1.01. Entry into a Material Definitive Agreement
Second-Priority Senior Secured Notes
General
On
The Issuers used the proceeds from the Offering, as well as borrowings under the
Issuer's revolving credit facility and cash on hand, to (i) redeem in full the
outstanding
The Notes were offered and sold to persons reasonably believed to be qualified
institutional buyers in
On the Closing Date, the Issuers and certain subsidiaries of the Issuers (the
"Guarantors") entered into an Indenture relating to the Notes, dated as of the
Closing Date (the "Indenture"), by and among the Issuers, the Guarantors, as
guarantors, and
Maturity and Interest Payments
The Notes will mature on
Redemption
On or after
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amount of the Notes redeemed, plus a "make-whole" premium and accrued and unpaid
interest. Notwithstanding the foregoing, subject to the provisions set forth in
the Indenture, at any time and from time to time on or prior to
Certain Covenants
The Indenture contains covenants that limit the ability of each Issuer and its restricted subsidiaries to, among other things: (i) incur additional indebtedness or issue certain preferred shares; (ii) make dividend payments on or make other distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create or permit to exist dividend and/or payment restrictions affecting their restricted subsidiaries; (vi) create liens on assets; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets; and (viii) enter into certain transactions with their affiliates. These covenants are subject to a number of important limitations and exceptions. Additionally, upon the occurrence of specified change of control events, the Issuers must offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date. The Indenture also provides for customary events of default.
The foregoing description of the Indenture, does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Indenture, a copy of which is filed as Exhibit 4.1 and which is incorporated by reference herein.
Collateral Agreement (Second Lien)
On the Closing Date, the Issuers entered into a collateral agreement (the "Collateral Agreement (Second Lien)"), by and among the Issuers, the Guarantors, and the Collateral Agent, pursuant to which the Issuers and the Guarantors granted a second-priority security interest in substantially all of their existing and future assets to the Collateral Agent for the benefit of the secured parties under the Indenture, subject to certain exclusions as described therein.
The foregoing description of the Collateral Agreement (Second Lien) does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Collateral Agreement (Second Lien), a copy of which is filed as Exhibit 10.1 hereto and 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 information set forth under Item 1.01 is incorporated into this Item 2.03 by reference.
Item 7.01. Regulation FD. A. Prime Notes Redemption
On the Closing Date, the Issuers delivered a Final Notice of Redemption (the "Redemption Notice") with respect to all of their outstanding Prime Notes to announce the
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satisfaction of the previously announced financing condition. The Redemption
Notice was issued pursuant to the terms of the Indenture, dated as of
B. Prime Notes Satisfaction and Discharge
Also on the Closing Date, in connection with the Offering and the Redemption, the Issuers irrevocably deposited funds with the trustee under the Prime Notes Indenture to satisfy and discharge all of the Issuers' remaining obligations under the Prime Notes Indenture (the "Satisfaction and Discharge"). In accordance with the terms of the Prime Notes Indenture, the trustee of the Prime Notes acknowledged the Satisfaction and Discharge of the obligations with respect to the Prime Notes and, upon such Satisfaction and Discharge, the Prime Notes Indenture is generally no longer in effect.
The information in this Item 7.01 is furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, it is not deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act, if such subsequent filing specifically references this Form 8-K.
C. Closing of the Offering
On the Closing Date, the Company issued a press release announcing the closing of the Offering, the Redemption and the Satisfaction and Discharge. A copy of this press release is attached to this report as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Second Lien Notes Indenture, dated as ofJanuary 28, 2020 , by and amongPrime Security Services Borrower, LLC ,Prime Finance Inc. , the guarantors party thereto, andWells Fargo Bank, National Association , as trustee and as collateral agent. 10.1 Collateral Agreement (Second Lien), dated as ofJanuary 28, 2020 , by and amongPrime Security Services Borrower, LLC , Prime Finance Inc., each guarantor from time to time party thereto, andWells Fargo Bank, National Association , as collateral agent. 99.1 Press Release, datedJanuary 28, 2020 , announcing Closing of Second-Priority Senior Secured Notes. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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