Global Power Equipment Group Inc. (OTCMKTS:GLPW) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Disposition of Braden U.S., Braden Europe and Consolidated Fabricators Business
The information set forth under Item 2.01 of this Current Report on Form8-K is hereby incorporated by reference into this Item 1.01.
Amendment to Senior Secured Credit Agreement
Global Power Equipment Group Inc. (the “Company”) previously disclosed that it entered into an amendment to its $45 million senior secured credit agreement, dated June16, 2017, with an affiliate of Centre Lane Partners, LLC, as Administrative Agent and Collateral Agent, and the other lenders (collectively, the “Lenders”) from time to time party thereto (as amended or supplemented from time to time, the “Senior Secured Credit Agreement”).
On October11, 2017, the Company entered into a Limited Waiver and Second Amendment to Senior Secured Credit Agreement (the “Second Amendment”) to permit the Company’s sale of all of the issued and outstanding equity interests of certain subsidiaries (the “Subsidiaries”) that represent the Company’s Braden U.S., Braden Europe and Consolidated Fabricators business (the “Braden and CFI Sale”). Under the Second Amendment, the Lenders agreed to, among other things: (i)consent to certain “Investments in Affiliates” (as defined in the Senior Secured Credit Agreement) made by certain of the Company’s subsidiaries in connection with the Braden and CFI Sale that are otherwise prohibited by the Senior Secured Credit Agreement, (ii)partially waive the mandatory prepayment of certain obligations due under the Senior Secured Credit Agreement as a result of the consummation of the Braden and CFI Sale and accept a prepayment equal to $34,000,000 in satisfaction thereof, and (iii)waive any defaults and/or events of defaults that may arise as a result of each of the foregoing. The Lenders and the Collateral Agent also terminated and released all liens and security interests securing the obligations of the Subsidiaries under the Senior Secured Credit Agreement.
The Second Amendment also provides for certain modifications to the Senior Secured Credit Agreement to update the agreement to account for the Braden and CFI Sale.
Except as set forth above, the Second Amendment does not materially alter the other terms of the Senior Secured Credit Agreement, including the interest rate, covenants, and conditions set forth therein.
The Company expects to include the Second Amendment as an exhibit to a future periodic report, to be filed with the Securities and Exchange Commission (the “Commission”). The foregoing description does not constitute a complete summary of the terms of the Second Amendment and is qualified in its entirety by reference to the full text of the Second Amendment.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October11, 2017, the Company, through itself and its subsidiaries Braden Holdings, LLC and GPEG CV (collectively, the “Sellers”), completed the sale of the Company’s Braden U.S., Braden Europe and Consolidated Fabricators business to affiliates of Innova Global Limited Partnership, a portfolio company of TriWest Capital Partners V (2015) Inc. (collectively, the “Buyers”), to the terms of the Securities Purchase Agreement (the “Purchase Agreement”) entered into on October11, 2017, by and between the Sellers and the Buyers.
Subject to the terms and conditions of the Purchase Agreement, the Sellers agreed to sell all of the issued and outstanding equity interests of the subsidiaries of the Company that represent the Braden U.S., Braden Europe and Consolidated Fabricators business for approximately $43.25 million in cash (the “Purchase Price”), subject to certain adjustments as provided for in the Purchase Agreement. to the terms of the Purchase Agreement, $216,250 of the Purchase Price was placed in escrow in order to satisfy certain indemnification obligations of the Sellers, with the full amount eligible for release after one year (less any pending indemnification claims or amounts previously paid).