Emerald Expositions Events, Inc. (NYSE:EEX) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement |
On May22, 2017, Emerald Expositions Holding, Inc. (EEH), a
wholly-owned subsidiary of Emerald Expositions Events, Inc. (the
Company), amended and restated its senior secured credit
facilities.
The amended and restated senior secured credit facilities (the
Senior Secured Credit Facilities), which were entered into with a
syndicate of lenders and Bank of America, N.A., as administrative
agent, consist of (i)a seven-year $565.0million senior secured
term loan facility (the Term Loan Facility), scheduled to mature
on May22, 2024 and (ii)a $150.0million senior secured revolving
credit facility (the Revolving Credit Facility), scheduled to
mature on May23, 2022. The proceeds of the Senior Secured Credit
Facilities were used to refinance all existing loans outstanding
under EEHs previous senior secured credit facilities, and to pay
costs and expenses in connection with the refinancing.
Rates and Fees
Loans under the Senior Secured Credit Facilities bear interest at
a rate equal to, at EEHs option, either:
(a) a base rate equal to the greatest of: (i)the administrative
agents prime rate; (ii)the federal funds effective rate plus 50
basis points and (iii)one month LIBOR plus 1.00%; in each case
plus 2.00%, or
(b) LIBOR plus 3.00%;
in each case, subject to one step-down of 0.25% upon achievement
of a Total First Lien Net Leverage Ratio (as defined in the
Senior Secured Credit Facilities) of 2.75 to 1.00 and, with
respect to the Revolving Credit Facility only, one additional
step-down of 0.25% upon achievement of a Total First Lien Net
Leverage Ratio of 2.50 to 1.00.
The Revolving Credit Facility is subject to payment of a
commitment fee of 0.50% per annum, calculated on the unused
portion of the facility, which may be reduced to 0.375% upon
achievement of a Total First Lien Net Leverage Ratio of 3.50 to
1.00. Upon the issuance of letters of credit under the Senior
Secured Credit Facilities, EEH is required to pay fronting fees,
customary issuance and administration fees and a letter of credit
fee equal to the then-applicable margin (as determined by
reference to LIBOR) for the Revolving Credit Facility.
Payments and Commitment Reductions
The Term Loan Facility requires scheduled quarterly payments,
each equal to 0.25% of the original principal amount of the loans
made under the Term Loan Facility on May22, 2017.
The Senior Secured Credit Facilities require certain mandatory
prepayments of outstanding loans under the Term Loan Facility,
subject to certain exceptions, based on (i)a percentage of net
cash proceeds of certain asset sales and casualty and
condemnation events in excess of certain thresholds (subject to
certain reinvestment rights), (ii) net cash proceeds of any
issuance of debt, excluding permitted debt issuances and (iii)a
percentage of Excess Cash Flow (as defined in the Senior Secured
Credit Facilities) in excess of certain thresholds during a
fiscal year.
Guarantees, Covenants and Events of
Default
Subject to certain customary exceptions and limitations, all
obligations under the Senior Secured Credit Facilities are
guaranteed by Expo Event Midco, Inc. and all of EEHs direct and
indirect wholly-owned domestic subsidiaries, and such obligations
and the related guarantees are secured by a perfected first
priority security interest in substantially all tangible and
intangible assets owned by EEH or by any guarantor.
The Senior Secured Credit Facilities contain customary
incurrence-based negative covenants, including limitations on
indebtedness; limitations on liens; limitations on certain
fundamental changes (including, without limitation, mergers,
consolidations, liquidations and dissolutions); limitations on
asset sales; limitations on dividends and other restricted
payments; limitations on investments, loans and advances;
limitations on payments, repayments and modifications of
subordinated indebtedness; limitations on transactions with
affiliates; limitations on changes in fiscal periods; limitations
on agreements restricting liens and/or dividends; and limitations
on changes in lines of business.
In addition, the Revolving Credit Facility contains a financial
covenant requiring EEH to comply with a 5.50 to 1.00 Total First
Lien Net Leverage Ratio. This financial covenant is tested
quarterly only if the aggregate amount of revolving loans,
swingline loans and letters of credit outstanding under the
Revolving Credit Facility (net of up to $10.0million of
outstanding letters of credit) exceeds 35% of the total
commitments thereunder.
Events of default under the Senior Secured Credit Facilities
include, among others, nonpayment of principal when due;
nonpayment of interest, fees or other amounts; cross-defaults;
covenant defaults; material inaccuracy of representations and
warranties; certain bankruptcy and insolvency events; material
unsatisfied or unstayed judgments; certain ERISA events; change
of control; or actual or asserted invalidity of any guarantee or
security document.
The foregoing description of the Senior Secured Credit Facilities
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Amended and Restated Credit
Agreement filed as Exhibit10.1 herein and incorporated by
reference herein. Capitalized terms not defined herein have the
meanings set forth in the Amended and Restated Credit Agreement.
Item2.02. Results of Operations and Financial
Condition.
On May25, 2017, the Company issued a press release announcing the
results of the Company for the first quarter ended March31, 2017.
A copy of the press release is being furnished as Exhibit 99.1
attached hereto and is incorporated by reference herein.
Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The disclosure set forth above under Item 1.01 with respect to
the Senior Secured Credit Facilities is incorporated by reference
into this Item 2.03.
Item8.01. Other Events.
On May25, 2017, the Company also announced that the Board of
Directors of the Company approved the payment of a cash dividend
of $0.07 per share to holders of the Companys common stock for
the quarter ending June30, 2017, which is expected to be paid on
or about June 21, 2017 to stockholders of record on June 7, 2017.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| ExhibitNo. | Description | |
| 10.1 |
Amended and Restated Credit Agreement, among Emerald Expositions Holding, Inc., the guarantors party thereto, Bank of America, N.A. and the other lenders party thereto, dated May22, 2017. |
|
| 99.1 |
Press Release issued by Emerald Expositions Events, Inc. dated May25, 2017, announcing results for the first quarter ended March31, 2017. |
About Emerald Expositions Events, Inc. (NYSE:EEX)
Emerald Expositions Events, Inc. (Emerald), formerly Expo Event Holdco, Inc, is an operator of business-to-business (B2B) trade shows. The Company operates across multiple sectors, which includes: Gift, Home and General Merchandise; Sports; Design and Construction; Technology; Jewelry; Other Trade Shows; and Other Events. The Company operates more than 50 trade shows, including 31 of the top 250 trade shows. It operates 13 trade shows in the Gift, Home and General Merchandise sector; 18 trade shows in Sports sector; five trade shows in Design and Construction; six trade shows in the Technology sector; six trade shows in Jewelry sector; and remaining 10 trade shows in other sectors . In 2016, its events connected over 500,000 global attendees and exhibitors and occupied over 6.5 million net square foot (NSF) of exhibition space. Emerald Expositions Events, Inc. (NYSE:EEX) Recent Trading Information
Emerald Expositions Events, Inc. (NYSE:EEX) closed its last trading session up +0.30 at 22.24 with 276,894 shares trading hands.