DXP Enterprises, Inc. (NASDAQ:DXPE) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINATIVE AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment“), dated as of November 28, 2016 (the
“Effective Date“), is by and among DXP ENTERPRISES,
INC., a Texas corporation (“US Borrower“), DXP CANADA
ENTERPRISES LTD., a corporation organized under the laws of
British Columbia, Canada (“Canadian Borrower” and
together with US Borrower, the “Borrowers“), the lenders
who are party to this Amendment (the “Consenting
Lenders“), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association, as administrative agent for the
Lenders (in such capacity, the “Administrative Agent“).
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(a)
|
Amended and restated the maximum permitted ratio for the
Consolidated Leverage Ratio per the table found in Section 9.12(a) of the Credit Agreement to NONE for the period January 1, 2016 and thereafter; |
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(b)
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Amended and restated the minimum permitted ratio for the
Consolidated Fixed Charge Coverage Ratio per the table found in Section 9.12(b) of the Credit Agreement to NONE for the period January 1, 2016 and thereafter; |
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(c)
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Amended and restated the permitted Minimum Consolidated
EBITDA per the table found in Section 9.12(d) of the Credit Agreement in its entirety to read as follows: |
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Period
|
Minimum Consolidated EBITDA
|
|||
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July 31, 2016
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$
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49,429,000
|
||
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August 31, 2016
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$
|
45,667,000
|
||
|
September 30, 2016
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$
|
43,900,000
|
||
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October 31, 2016
|
$
|
43,764,000
|
||
|
November 30, 2016
|
$
|
44,068,000
|
||
|
December 31, 2016
|
$
|
39,891,000
|
||
|
January 31, 2017
|
$
|
40,576,000
|
||
|
February 28, 2017
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$
|
42,257,000
|
||
|
March 31, 2017
|
$
|
43,276,000
|
||
|
April 30, 2017
|
$
|
41,266,000
|
||
|
May 31, 2017
|
$
|
39,283,000
|
||
|
June 30, 2017
|
$
|
36,210,000
|
||
|
July 31, 2017
|
$
|
42,968,000
|
||
|
August 31, 2017
|
$
|
42,411,000
|
||
|
September 30, 2017
|
$
|
39,306,000
|
||
|
October 30, 2017 and thereafter
|
$
|
39,000,000
|
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(d)
|
Amended and restated the definition of “Consolidated
EBITDA” per Section 1.1 of the Credit Agreement to read in its entirety as follows: |
the following determined on a Consolidated basis, without
duplication, for the US Borrower and its Subsidiaries in
accordance with GAAP:
deducted in determining Consolidated Net Income for such period:
such period (except to the extent that such non-cash charges are
reserved for cash charges to be taken in the future),
arising from stock options, restricted stock grants or other
equity incentive programs,
incurred in connection with the Transactions and, to the extent
permitted hereunder, any Subordinated Indebtedness, Investments
(including the B27 Acquisition) or Asset Dispositions, only to
the extent that such cash commissions, fees or other expenses are
incurred within six (6) months following the occurrence of the
applicable transaction, and (B) integration costs, facility
consolidation and closing costs, severance costs and expenses and
one-time compensation costs in connection with the B27
Acquisition or any Permitted Acquisition, only to the extent that
such costs and expenses are incurred within twelve (12) months
following the consummation of the applicable transaction;
provided that the sum of all such amounts permitted to the
foregoing clauses (b)(v)(A) and (B) for such period shall not
exceed 5% of Consolidated EBITDA (prior to giving effect to this
clause (b)(v)) for such period,
Existing Credit Agreement,
extraordinary losses from discontinued operations), and
period in connection with the B27 Acquisition in an aggregate
amount not to exceed $7,500,000 during the term of this
Agreement; less
period;
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(e)
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Amended Section 8.2 of the Credit Agreement by
amending and restating subsection (a) to read in its entirety as follows: |
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(a)
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at each time financial statements are delivered to
Sections 8.1(a), (b) or (g), a duly completed Officer’s Compliance Certificate signed by a Financial Officer of the US Borrower and a report containing management’s discussion and analysis of such financial statements; |
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(f)
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Amended and restated the Officer’s Compliance
Certificate to conform with the changes contained in the Amendment. |
dated as of November 28, 2016.
About DXP Enterprises, Inc. (NASDAQ:DXPE)
DXP Enterprises, Inc. (DXP) is engaged in the business of distributing maintenance, repair and operating (MRO) products, equipment and service to industrial customers. The Company operates through three segments: Service Centers, Supply Chain Services and Innovative Pumping Solutions. The Service Centers segment provides MRO products, equipment and services, including technical expertise and logistics capabilities to industrial customers. The Supply Chain Services segment manages all or part of a customer’s supply chain, including procurement and inventory management. The Innovative Pumping Solutions segment provides source for engineering, systems design and fabrication. It operates from approximately 190 locations in over 40 states in the United States, approximately 10 provinces in Canada, Dubai and one state in Mexico. The Company’s product categories include rotating equipment, bearings & power transmission, industrial supplies, metal working and safety products & services. DXP Enterprises, Inc. (NASDAQ:DXPE) Recent Trading Information
DXP Enterprises, Inc. (NASDAQ:DXPE) closed its last trading session up +0.29 at 36.95 with 188,979 shares trading hands.