Market Exclusive

DXP Enterprises, Inc. (NASDAQ:DXPE) Files An 8-K Entry into a Material Definitive Agreement

DXP Enterprises, Inc. (NASDAQ:DXPE) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01 ENTRY INTO A MATERIAL DEFINATIVE AGREEMENT

On December 14, 2016, DXP entered into the FIFTH AMENDMENT TO
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“).
The Amendment:
(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;
(b)
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;
(c)
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:
Period
Minimum Consolidated EBITDA
July 31, 2016
$
49,429,000
August 31, 2016
$
45,667,000
September 30, 2016
$
43,900,000
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
$
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
(d)
Amended and restated the definition of “Consolidated
EBITDA” per Section 1.1 of the Credit Agreement to read
in its entirety as follows:
Consolidated EBITDA” means, for any period, the sum of
the following determined on a Consolidated basis, without
duplication, for the US Borrower and its Subsidiaries in
accordance with GAAP:
(a) Consolidated Net Income for such period, plus
(b) the sum of the following, without duplication, to the extent
deducted in determining Consolidated Net Income for such period:
(i) income and franchise taxes payable during such period,
(ii) Consolidated Interest Expense for such period,
(iii) amortization, depreciation and other non-cash charges for
such period (except to the extent that such non-cash charges are
reserved for cash charges to be taken in the future),
(iv) non-cash compensation charges, including any such charges
arising from stock options, restricted stock grants or other
equity incentive programs,
(v) (A) one-time cash commissions, fees or other expenses
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,
(vi) write-down of cash expenses incurred in connection with the
Existing Credit Agreement,
(vii) extraordinary losses during such period (excluding
extraordinary losses from discontinued operations), and
(viii) additional one-time cash expenses incurred during such
period in connection with the B27 Acquisition in an aggregate
amount not to exceed $7,500,000 during the term of this
Agreement; less
(c) interest income and any extraordinary gains during such
period;
(e)
Amended Section 8.2 of the Credit Agreement by
amending and restating subsection (a) to read in its
entirety as follows:
(a)
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;
(f)
Amended and restated the Officer’s Compliance
Certificate to conform with the changes contained in the
Amendment.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is included herein:
10.1 Fifth Amendment to Amended and Restated Credit Agreement
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.

Exit mobile version