Item 2.01. Completion of Acquisition or Disposition of Assets.
On
Pursuant to the terms of the Call Option Purchase Agreement, at the Effective
Time, each member holding Class B Common Units of BRS received an amount equal
to its pro rata share of the purchase price for the Class B Common Units of BRS
and each member holding Class
The foregoing description of the Call Option Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to the Call Option
Purchase Agreement, a copy of which was filed by the Corporation as Exhibit 2.1
to the Corporation's Current Report on Form 8-K filed with the
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Upon consummation of the Transaction, BRS and its subsidiaries became subsidiaries of the Corporation and, therefore, the financial obligations of such subsidiaries arising from the below described agreements are financial obligations of the Corporation and its consolidated subsidiaries.
6.625% Senior Secured Notes due 2029
On
The Notes mature on
The obligations under the Notes are fully and unconditionally guaranteed,
jointly and severally, on a secured basis by the Issuers' parent company
At any time prior to
· the Issuers may redeem the Notes in whole or in part at a redemption price
equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a "make-whole" premium;
· the Issuers may redeem on one or more occasions up to 40% of the aggregate
principal amount of Notes, using the proceeds of certain equity offerings, at a redemption price equal to the sum of 106.625% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the redemption date, so long as (i) 50% of the original aggregate principal amount of the Notes remains outstanding and (ii) each such redemption occurs within 180 days of the date of closing of the applicable equity offering; and
· the Issuers may redeem on one or more occasions up to 10% of the original
aggregate principal amount of the Notes during each twelve-month period
commencing with
the principal amount thereof plus accrued and unpaid interest, if any, to, but
excluding, the redemption date.
On or after
If the Issuers or BRS Intermediate experience specified change of control events, the Issuers must make an offer to purchase the Notes at a price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date.
If the Issuers sell assets under specified circumstances, the Issuers must make an offer to purchase the Notes at a price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date.
The Indenture, among other things, limits the ability of the Issuers and their restricted subsidiaries to:
· incur or guarantee additional indebtedness;
· pay dividends or distributions on, or redeem or repurchase, capital stock and
make other restricted payments; · make investments;
· consummate certain asset sales;
· engage in transactions with affiliates;
· grant or assume liens; and
· consolidate, merge or transfer all or substantially all of their assets.
These covenants are subject to a number of important limitations and exceptions set forth in the Indenture. The Indenture also includes customary events of default.
As of the date hereof, all of the Notes remain outstanding.
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by the copy of the Indenture filed herewith as Exhibit 4.1.
ABL Facility
On
The ABL Facility provides for
The ABL Facility includes affirmative and negative covenants that are customary for facilities of this type. The Borrower is required to maintain a fixed charge coverage ratio that is tested whenever excess availability, as defined in the Credit Agreement, falls below a certain level. The fixed charge coverage ratio, as defined in the Credit Agreement, requires the Borrower to maintain a minimum ratio of "EBITDA" (as defined in the Credit Agreement) to the amount of fixed charges for the twelve consecutive months prior to the date on which the ratio is tested. A springing minimum fixed charge coverage ratio of 1.00 to 1.00, calculated quarterly, will apply only if excess availability falls below a specified threshold. The ABL Facility also includes customary events of default.
As of the date hereof, there are no loans outstanding under the ABL Facility.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by the copy of the Credit Agreement filed herewith as Exhibit 10.1.
2020 Arkansas Development Finance Authority Bonds
On
The obligations under the 2020 Bond Financing Agreement are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by BRS Intermediate, BRS Finance and all future direct and indirect wholly owned domestic subsidiaries of the Borrower and secured by, subject to permitted liens, (i) first-priority liens on Notes Priority Collateral shared in equal priority with each other pari passu lien secured party, and (ii) second-priority . . .
Item 7.01. Regulation FD Disclosure.
On
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and the press release are being furnished under Item 7.01 of Form 8-K and shall not be deemed "filed" for 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, nor shall such information and exhibits be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
9.01(d) Exhibits: Exhibit Number Description 4.1 Indenture, dated as ofSeptember 18, 2020 , by and amongBig River Steel LLC , as issuer,BRS Finance Corp. , as co-issuer,BRS Intermediate Holdings LLC , as parent guarantor, each guarantor that may become party thereto andU.S. Bank National Association , as trustee and collateral agent. 10.1 First Amended and Restated ABL Credit Agreement, dated as ofSeptember 10, 2020 , by and amongBig River Steel LLC ,BRS Intermediate Holdings LLC ,Goldman Sachs Bank USA , as administrative agent and collateral agent, and each lender party thereto. 10.2.1 Bond Financing Agreement, dated as ofSeptember 10, 2020 , betweenArkansas Development Finance Authority and each ofBig River Steel LLC ,BRS Finance Corp. andBRS Intermediate Holdings LLC relating to$265 million Arkansas Development Finance Authority Industrial Development Revenue Bonds (Big River Steel Project ), Tax-Exempt Series 2020 (Green Bonds). 10.2.2 Definitions Annex relating toArkansas Development Finance Authority Industrial Development Revenue Bonds (Big River Steel Project ), Tax-Exempt Series 2020 (Green Bonds). 10.3.1 Bond Financing Agreement, dated as ofMay 31, 2019 , betweenArkansas Development Finance Authority and each ofBig River Steel LLC ,BRS Finance Corp. andBRS Intermediate Holdings LLC relating to$487 million Arkansas Development Finance Authority Industrial Development Revenue Bonds (Big River Steel Project ), Series 2019. 10.3.2 Definitions Annex relating toArkansas Development Finance Authority Industrial Development Revenue Bonds (Big River Steel Project ), Series 2019. 99.1 Press release datedJanuary 15, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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