CSS Industries, Inc. (NYSE:CSS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On October 17, 2017, CSS Industries, Inc. (the “Company”) entered into Amendment No. 3 (the “Amendment”) to the Credit Agreement dated March 17, 2011 (as amended, the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent and as a lender, and Citizens Bank of Pennsylvania, as a lender. The Amendment, among other modifications, (i) releases the security interest on 65% of the capital stock of CSS Pacific Rim Limited (“CSS Pac Rim”), Paper Magic Group (Hong Kong) Limited (“PMG-HK”), and Berwick Offray Hong Kong Limited, each a Hong Kong limited liability company (“BO-HK”, and together with CSS Pac Rim and PMG-HK, the “Hong Kong Subsidiaries”) in connection with the reorganization of the Hong Kong Subsidiaries; (ii) modifies the definition of Permitted Investments (as defined in the Credit Agreement) in connection with the reorganization of the Hong Kong Subsidiaries; (iii) modifies the definition of Permitted Restricted Payment (as defined in the Credit Agreement) to allow for the payment of dividends to the Company or any Subsidiary (as defined in the Credit Agreement) of the Company; (iv) modifies the definition of Consolidated EBIT (as defined in the Credit Agreement) to exclude the non-cash component of the cost of goods sold resulting from any inventory fair value adjustment made in connection with the consummation of any Permitted Acquisition (as defined in the Credit Agreement); and (v) modifies the definition of Permitted Disposition (as defined in the Credit Agreement) to restrict the sale, lease or transfer of property between Credit Parties (as defined in the Credit Agreement) and Excluded Subsidiaries (as defined in the Credit Agreement).
The preceding description of the Amendment is qualified in its entirety by the provisions of the Amendment, which is filed herewith as Exhibit 99.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On October 17, 2017, the Company entered into the Amendment described in Item 1.01 of this report. The information set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) The following Exhibits are filed herewith:
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Exhibit No. |
Description |
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99.1 |
Amendment No. 3 to Credit Agreement, dated as of October 17, 2017, among CSS Industries, Inc., as borrower, certain subsidiaries of CSS Industries, Inc., as guarantors, Wells Fargo Bank, National Association, as administrative agent and as a lender, and Citizens Bank of Pennsylvania, as a lender. |
Exhibit Index
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Exhibit No. |
Description |
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99.1 |
Amendment No. 3 to Credit Agreement, dated as of October 17, 2017, among CSS Industries, Inc., as borrower, certain subsidiaries of CSS Industries, Inc., as guarantors, Wells Fargo Bank, National Association, as administrative agent and as a lender, and Citizens Bank of Pennsylvania, as a lender.
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CSS INDUSTRIES INC ExhibitEX-99.1 2 exhibit991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Execution VersionAMENDMENT NO. 3 TO CREDIT AGREEMENTTHIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment No. 3”) is made this 17th day of October,…To view the full exhibit click here
About CSS Industries, Inc. (NYSE:CSS)
CSS Industries, Inc. is a consumer products company, which is engaged in the design, manufacture, procurement, distribution and sale of non-durable all occasion and seasonal social expression products, principally to mass market retailers in the United States and Canada. The Company’s occasion and seasonal products include classroom exchange Valentines, infant products, journals, buttons, gift wrap, floral accessories, craft and educational products, Easter egg dyes and novelties, memory books, scrapbooks, stickers, stationery and other items. Its Christmas products include decorative ribbons and bows, boxed greeting cards, gift tags, gift bags, gift boxes, gift card holders, tissue paper and decorations. Valentine product offerings include classroom exchange Valentine cards and other related Valentine products, while its Easter product offerings include Dudley’s brand of Easter egg dyes and related Easter seasonal products. Its brands include Paper Magic, Berwick, Offray and others.