FTD Companies,Inc. (NASDAQ:FTD) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement.
On May31, 2018, FTD Companies, Inc. (“FTD” or the “Company”) entered into an amendment (the “Amendment”) to its existing credit agreement (as amended, the “Credit Agreement”), among the Company, Interflora British Unit, a company incorporated under the Laws of England & Wales (together with the Company, the “Borrowers”), the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent for the Lenders.
Under the Amendment:
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the Lenders have agreed to waive defaults under the Credit Agreement caused by (1) the inclusion of a “going concern” explanatory paragraph in the audit opinion for the year ended December 31, 2017 and (2) the Company’s breach of the consolidated net leverage ratio for the quarter ended March 31, 2018; |
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the Borrowers’ combined usage under the revolving credit facility portion of the Credit Agreement will be restricted to (1) $150 million during the period from May 31, 2018 through and including September 30, 2018; (2) $175 million during the period October 1, 2018 through and including December 31, 2018; and (3) $150 million from January 1, 2019 through the September 19, 2019 maturity date, all subject to the Company’s obligation to make mandatory prepayments of the term loan portion of the Credit Agreement Amendment with the net cash proceeds from the sale of certain non-core assets; |
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the consolidated net leverage and fixed charge coverage ratio covenants will be revised as follows: |
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Consolidated Net Leverage Ratio |
Fixed Charge Coverage Ratio |
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Period Ending |
Existing Requirement |
New Requirement |
Existing Requirement |
New Requirement |
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June 30, 2018 |
3.25x |
6.25x |
1.25x |
0.70x |
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September 30, 2018 |
3.25x |
6.25x |
1.25x |
0.70x |
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December 31, 2018 |
3.25x |
3.75x |
1.25x |
1.10x |
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March 31, 2019 |
3.25x |
2.75x |
1.25x |
1.35x |
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June 30, 2019 |
3.25x |
2.50x |
1.25x |
1.65x |
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Maturity Date |
3.25x |
3.50x |
1.25x |
1.75x |
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beginning October 1, 2018, the Company will be required to pay a fee to the Lenders in an amount equal to the actual daily amount of the unfunded Commitments (as defined in the Credit Agreement and based on the amount available to be drawn under applicable usage restrictions) and outstanding Loans (as defined in the Credit Agreement), times (i) 0.125% per annum until December 31, 2018 and (ii) 0.25% per annum from January 1, 2019 and thereafter, with such fee payable quarterly in arrears, provided, however, that from January 1, 2019 through the maturity date, such fee will be calculated based on the lesser of $150 million and the actual daily amount of the unfunded Commitments and outstanding Loans; |
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without the prior written consent of the Required Lenders (as defined in the Credit Agreement), the Company will not be permitted to acquire all or substantially all of the assets of any person, all or substantially all of a division or line of business of any person or more than 50% of the capital stock of any person; and |
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beginning June 30, 2018, the Company will be subject to certain restrictions on capital expenditures. |
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The foregoing is not a complete description of the Amendment and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
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Exhibit |
Description |
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Third Amendment to Credit Agreement, dated May 31, 2018 |
FTD Companies, Inc. ExhibitEX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit THIRD AMENDMENT TO CREDIT AGREEMENTTHIS THIRD AMENDMENT TO CREDIT AGREEMENT,…To view the full exhibit click here
About FTD Companies,Inc. (NASDAQ:FTD)
FTD Companies, Inc. (FTD) is a floral and gifting company. The Company operates through four segments: Consumer, Florist, International and Provide Commerce. Through its Consumer segment, FTD is a direct marketer of floral and gift products for consumers, primarily in the United States and Canada. Through its Florist segment, it is a provider of products and services to its floral network members, which include traditional retail florists and other non-florist retail locations. Its International segment consists of Interflora, which operates primarily in the United Kingdom and the Republic of Ireland. Through its Provide Commerce segment, FTD is a direct marketer of floral and gift products, including specialty foods, personalized gifts and other gifting products for consumers. Its portfolio of brands includes ProFlowers, ProPlants, Shari’s Berries, Personal Creations, RedEnvelope, Cherry Moon Farms, Flying Flowers, Flowers Direct, Sesame, Ink Cards, Postagram, and Gifts.com.
