EnviroStar, Inc. (NYSEMKT:EVI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
Amendment to Credit Agreement
As previously reported, on October 10, 2016, EnviroStar, Inc., a
Delaware corporation (the Company), entered into a credit
agreement (the Credit Agreement) with Wells Fargo Bank, National
Association (the Bank). The Credit Agreement provides for a total
aggregate commitment of the Bank of $20.0 million, consisting of
a maximum $15.0 million revolving line of credit (the Line of
Credit), and a $5.0 million term loan facility (the Term Loan).
The Companys obligation to repay advances under the Line of
Credit is evidenced by a Revolving Line of Credit Note, dated as
of October 10, 2016, and the Companys obligation to repay the
Term Loan is evidenced by a Term Note, dated as of October 10,
2016. Interest accrues on the outstanding principal amount of the
Line of Credit at an annual rate equal to Daily One Month LIBOR
(as defined in the Credit Agreement) plus 2.25% and on the
outstanding principal amount of the Term Loan at an annual rate
equal to Daily One Month LIBOR plus 2.85%. The Credit Agreement
has a term of five years and matures on October 10, 2021.
On June 23, 2017, the Company, Western State Design, Inc., a
Delaware corporation, Steiner-Atlantic Corp., a Florida
corporation, DryClean USA License Corp., a Florida corporation,
and Martin-Ray Laundry Systems, Inc., a Delaware corporation
(MRLS), entered into an Amendment and Ratification of Credit
Agreement and Other Loan Documents (the Amendment), which, among
other things, adds MRLS as a co-guarantor under the Credit
Agreement. In connection therewith, MRLS executed and delivered
to Bank (i) a Continuing Guaranty, dated as of June 23, 2017, in
favor of Bank (the Guaranty), and (ii) a Security Agreement:
Business Assets, dated as of June 23, 2017, in favor of Bank (the
Security Agreement), which secures MRLSs obligations under the
Guaranty and the other Loan Documents (as defined in the
Amendment).
The descriptions of the Amendment, the Guaranty and the Security
Agreement set forth herein do not purport to be complete and are
subject to, and qualified in their entirety by reference to, the
Amendment, the Guaranty and the Security Agreement, copies of
which are attached hereto as Exhibits 10.1, 10 2 and 10.3,
respectively, and are incorporated herein by reference.
Stockholders Agreement
On June 19, 2017, William Mann, Jim Hohnstein and Timm Mullen
(collectively, the Sellers), Symmetric Capital, LLC (Symmetric
I), Symmetric Capital II, LLC (Symmetric II and collectively with
Symmetric I, Symmetric) and certain of Symmetrics affiliates,
including Henry M. Nahmad, the Manager of Symmetric I and the
Manager of Symmetric II, entered into a Stockholders Agreement
with the Company (the Stockholders Agreement), to which, among
other things, each Seller agreed to vote all shares of Common
Stock owned by them at any time during the term of the
Stockholders Agreement in accordance with the recommendations or
directions of the Companys Board of Directors and granted to the
Company and its designees, an irrevocable proxy and power of
attorney in furtherance thereof. The Stockholders Agreement
contains certain transfer restrictions with respect to the shares
of the Companys common stock held by the Sellers. The
Stockholders Agreement also includes certain tag-along provisions
with respect to certain proposed sales of Common Stock by
Symmetric and its affiliates. The Stockholders Agreement has a
term of three years, subject to earlier termination under certain
circumstances.
The description of the Stockholders Agreement set forth herein
does not purport to be complete and is subject to, and qualified
in its entirety by reference, to the Stockholders Agreement, a
copy of which is attached hereto as Exhibit 4.1, and is
incorporated herein by reference.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets |
On June 19, 2017, the Company, through its wholly-owned
subsidiary MRLS, completed its acquisition of substantially all
of the assets of Martin-Ray Laundry Systems, Inc., a Colorado
corporation (Martin-Ray and collectively with the Sellers, the
Selling Group), to the terms of the Asset Purchase Agreement,
dated as of June 2, 2017 (the Asset Purchase Agreement), by and
among the Company and MRLS, on the one hand, and the Selling
Group, on the other hand. The execution of the Asset Purchase
Agreement was previously disclosed in a Current Report on Form
8-K filed by the Company with the Securities and Exchange
Commission on June 2, 2017.
Consistent with the previously disclosed terms of the Asset
Purchase Agreement, the purchase price for the asset acquisition
is $4.0 million, subject to book value and other adjustments,
consisting of: (i) $2,000,000 in cash (the Cash Amount), of which
$400,000 was deposited in an escrow account for no less than 18
months after the date of the closing of the Transaction (subject
to extension in certain circumstances); and (ii) 96,668 shares of
the Companys common stock. The Company funded the Cash Amount
with cash on-hand.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Items 2.01 and 8.01 of this Current
Report on Form 8-K is incorporated by reference into this Item
2.03.
| Item 8.01 | Other Events. |
On June 20, 2017, the Company issued a press release announcing
that it has completed the acquisition of substantially all of the
assets of Martin-Ray. A copy of the press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| 4.1 |
Stockholders Agreement, dated as of June 19, 2017, by and among EnviroStar, Inc., Symmetric Capital LLC, Symmetric Capital II LLC, Henry M. Nahmad, William Mann, Jim Hohnstein and Timm Mullen. |
| 10.1 |
Amendment and Ratification of Credit Agreement and Other Loan Documents, dated as of June 23, 2017, by and among EnviroStar, Inc., Steiner-Atlantic Corp., DryClean USA License Corp., Western State Design, Inc., Martin-Ray Laundry Systems, Inc. and Wells Fargo Bank, National Association. |
| 10.2 |
Security Agreement, dated as of June 23, 2017, by and among, Martin-Ray Laundry Systems, Inc. |
| 10.3 |
Continuing Guaranty of Martin-Ray Laundry Systems, Inc. in favor of Wells Fargo Bank, National Association. |
| 99.1 | Press release of EnviroStar, Inc., dated June 20, 2017. |
EnviroStar, Inc. ExhibitEX-4.1 2 c469394_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Execution Copy Stockholders Agreement This Stockholders Agreement (this “Agreement”),…To view the full exhibit click here About EnviroStar, Inc. (NYSEMKT:EVI)
EnviroStar, Inc., through its subsidiary, Steiner-Atlantic Corp., distributes commercial and industrial laundry and dry cleaning equipment, and steam and hot water boilers manufactured by others; supplies replacement parts and accessories, and provides maintenance services to its customers, and designs and plans turnkey laundry, dry cleaning and boiler systems for its institutional, retail, industrial and commercial customers. The Company, through its subsidiary, DRYCLEAN USA License Corp. owns rights to the name DRYCLEAN USA, which it franchises and licenses to retail drycleaners in the United States, the Caribbean and Latin America. It sells a line of commercial and industrial laundry and dry cleaning equipment and steam and hot water boilers manufactured by others, as well as related replacement parts and accessories, and provides maintenance services. It also sells replacement parts and accessories for the products it sells and provides maintenance services to its customers.