ESCALADE, INCORPORATED (NASDAQ:ESCA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 – Entry into a Material Definitive Agreement
Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As of January 21, 2019, Escalade, Incorporated (“Escalade”) and each of its domestic subsidiaries (collectively with Escalade, the “Company”) entered into an Amended and Restated Credit Agreement (“Restated Credit Agreement”) with its issuing bank, JPMorgan Chase Bank, N.A. (“Chase”), and the other lenders identified in the Restated Credit Agreement (collectively, the “Lender”). The Restated Credit Agreement amends and restates the existing credit facilities in existence between Escalade, its wholly-owned subsidiary, Indian Industries, Inc. d/b/a Escalade Sports (“Indian”), and the Lender that have been in place since April 30, 2009. This Form 8-K describes the primary changes made in the new Restated Credit Agreement
Under the terms of the Restated Credit Agreement, the Lender has made available to Escalade and Indian a senior revolving credit facility with increased maximum availability of $50,000,000 (the “Revolving Facility”), up from $35,000,000. The maturity date of the revolving credit facility was extended to January 31, 2022. The Company may prepay the Revolving Facility, in whole or in part, and reborrow prior to the revolving loan maturity date. The Restated Credit Agreement further eliminated the $7,500,000 term loan facility that had been repaid in full in the second quarter of 2018, which the Company believes is no longer needed as the Revolving Facility will be sufficient to meet the Company’s needs.
In addition to the increased borrowing amount and extended maturity date, other significant changes reflected in the Restated Credit Agreement include: more favorable interest rate provisions; increases in borrowing base availability; releases of existing mortgages on the Company’s real property; increasing to $25,000,000 the total consideration that the Company may use for acquisitions without obtaining the Lender’s consent, as long as no event of default exists; and adding the Company’s new subsidiaries, Lifeline Products, LLC, Victory Tailgate, LLC, and Victory Made, LLC, as loan parties to the Restated Credit Agreement. Article X of the Credit Agreement provides for a guarantee of the amounts borrowed under the Revolving Facility by Escalade and/or Indian by all of Escalade’s other directly and indirectly owned domestic subsidiaries. Article X supersedes and replaces the Unlimited Continuing Guaranty agreements that previously had been entered into by those subsidiaries.
Escalade’s indebtedness under the Restated Credit Agreement continues to be collateralized by liens on all of the present and future equity of each of Escalade’s domestic subsidiaries and substantially all of the assets of the Company (excluding real estate). Each direct and indirect domestic subsidiary of Escalade and Indian has secured its guaranty of indebtedness incurred under the Revolving Facility with a first priority security interest and lien on all of such subsidiary’s assets. Escalade, Indian and all of the domestic subsidiaries have entered into a new Pledge and Security Agreement dated January 21, 2019 in favor of the Lender to continue the existing liens, and in the case of the new subsidiaries to create new liens, previously existing under the original pledge and security agreements entered into on April 30, 2009, as amended, and thereafter for subsidiaries created or acquired after that date. The obligations, guarantees, liens and other interests granted by Escalade, Indian, and their domestic subsidiaries continues in full force and effect.
Item 9.01 Financial Statements and Exhibits
| Exhibit | Description |
| 10.1 | Amended and Restated Credit Agreement dated as of January 21, 2019 among Escalade, Incorporated, Indian Industries, Inc., each of their domestic subsidiaries, and JPMorgan Chase Bank, N.A., as Administrative Agent (without exhibits and schedules, which Escalade has determined are not material). |
| 10.2 | Pledge and Security Agreement dated as of January 21, 2019 among Escalade, Incorporated, Indian Industries, Inc., each of their domestic subsidiaries, and JPMorgan Chase Bank, N.A., as Administrative Agent (without exhibits and schedules, which Escalade has determined are not material). |
ESCALADE INC Exhibit
EX-10.1 2 tv511586_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 21,…
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About ESCALADE, INCORPORATED (NASDAQ:ESCA)
Escalade, Incorporated (Escalade) is a manufacturer and distributor of sporting goods through its subsidiary Escalade Sports. The Company operates in Sporting Goods (Escalade Sports) segment. Escalade Sports manufactures, imports and distributes sporting goods brands in basketball goals, archery, indoor and outdoor game recreation and fitness products through sporting goods retailers, specialty dealers, key online retailers, traditional department stores and mass merchants. Escalade offers table tennis tables, residential in-ground basketball goals and in archery bows. Its brands, owned or distributed include Bear Archery, Trophy Ridge, Whisker Biscuit, Cajun Bowfishing, STIGA, Ping-Pong, Prince, Goalrilla, Goaliath, Silverback, Hoopstar, Goalsetter, Woodplay, Childlife, The STEP, USWeight, Atomic, Redline, Mizerak, Minnesota Fats, Accudart, Arachnid, Nodor, Pickleball Now, Onix and Viva Sol. Escalade Sports manufactures in the United States and Mexico, and imports product from Asia.