Hanger,Inc. (OTCMKTS:HNGR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive
Agreement.
In May2017, Hanger,Inc. (the Company) filed with the
Securities and Exchange Commission its Annual Report on Form10-K
for the year ended December31, 2014, which included restated
financial information for 2010, 2011, 2012 and 2013. The Company
is currently working to complete its Annual Report on Form10-K
for the year ended December31, 2016, which will include its
audited 2015 and 2016 financial statements. The Company has not
currently identified a timeline for the filing of its audited
2015 and 2016 financial statements.
Due to the ongoing preparation and audit of its 2015 and 2016
financial statements and as described in more detail in Item 1.01
of this Current Report on Form8-K, the Company has entered into
amendments to its Term B Credit Agreement and its Credit
Agreement that, among other things, in each case extends from
August15, 2017 to February15, 2018 the deadline by which the
Company must deliver to the agent under the applicable credit
agreement its audited 2015 and 2016 financial statements. Also as
described in Item 1.01 below, the Company has entered into an
amendment to the Rights Agreement, dated February28, 2016, to
extend the Final Expiration Date under the Rights Agreement to
December31, 2018.
Credit Agreement Amendments
Amendment to Term B Credit Agreement
On June2, 2017, the Company entered into an Amendment (the
Term B Amendment) among the Company, the guarantors party
thereto, the lenders party thereto and Wilmington Trust, National
Association, as administrative agent (the Term B Agent),
that provided for amendments to its Credit Agreement dated as of
August1, 2016 (the Term B Credit Agreement) among the
Company, the lenders from time to time party thereto and the Term
B Agent, upon the satisfaction of certain conditions. The
amendments to the Term B Credit Agreement set forth in the Term B
Amendment became effective on June23, 2017. The Amendment extends
the deadline by which the Company must deliver to the Term B
Agent its audited financial statements, the related audit report
and a consolidated budget, in each case, for the fiscal year
ending December31, 2016, from August15, 2017 to February15, 2018.
The Amendment also extends the deadline by which the Compliance
Date (as defined in the Term B Credit Agreement) must occur from
August15, 2017 to February15, 2018. The Company is otherwise
required to comply with all other obligations and covenants
contained in the Term B Credit Agreement, including the timely
delivery to the lenders of future financial statements and
related information.
In connection with the entry into the Term B Amendment, the
Company will pay the agent for the account of each consenting
lender an amendment fee in an amount equal to 50 basis points of
the outstanding principal amount of the loan held by such
consenting lender.
The Term B Credit Agreement provides for a $280 million senior
unsecured term loan facility under which all outstanding
principal is due at maturity on August1, 2019. Borrowings under
the Term B Credit Agreement bear interest at a fixed rate per
annum equal to 11.50% payable quarterly in arrears. As of May31,
2017, the Company had $275.8 million in outstanding borrowings,
net of unamortized discount of $4.2 million, under the Term B
Credit Agreement.
Sixth Amendment to Credit Agreement
On June22, 2017, the Company entered into a Sixth Amendment (the
Sixth Amendment) among the Company, the guarantors party
thereto, the lenders party thereto and Bank of America, N.A., as
agent (the Agent), that modified that certain Credit
Agreement dated as of June17, 2013 among the Company, the lenders
from time to time party thereto and the Agent, as amended by the
First Amendment and Waiver dated as of June19, 2015, the Second
Amendment and Waiver dated as of September11,
2015, the Third Amendment and Waiver dated as of November13,
2015, the Fourth Amendment and Waiver dated as of February10,
2016, and the Fifth Amendment and Waiver dated as of July15,
2016 (as amended, the Credit Agreement). The Sixth
Amendment, which became effective June23, 2017, extends the
deadline by which the Company must deliver to the Agent the
Required Financial Information (as defined in the Fifth
Amendment and Waiver) from August15, 2017 to February15, 2018.
In addition, the Sixth Amendment amends the definition of
Consolidated EBITDA in the Credit Agreement to provide that the
amount of professional fees and expenses that may be added back
to Consolidated EBITDA (other than certain professional fees
and expenses reimbursed by the Company and the subsidiary
guarantors under the Credit Agreement in accordance with the
Second Amendment and Waiver, the entire aggregate amount of
which may be added back) for any period of four consecutive
fiscal quarters shall not exceed, for the period of four
consecutive fiscal quarters ending on or prior to (1)March31,
2016, $30,000,000, (2)June30, 2016, $36,000,000,
(3)September30, 2016, $35,000,000, (4)December31, 2016,
$31,000,000, (5)March31, 2017, $25,000,000, (6)June30, 2017,
$37,000,000, (7)September30, 2017, $35,000,000, (8)December31,
2017, $31,000,000, and (9)March31, 2018, $25,000,000; provided
that, with respect to the applicable four consecutive fiscal
quarter period, the amounts set forth in (6), (7), (8), and
(9)above shall be reduced by an amount, if any, equal to the
amount by which the Prior Period Adjustment Period (defined
below) exceeds $815,000. The Sixth Amendment also amends the
reporting requirements in the Credit Agreement to require the
Company to deliver to the Agent a certificate with each of the
Companys annual audited and quarterly unaudited financial
statements stating the amount of professional fees and expenses
incurred by the Company and the subsidiary guarantors from and
after March31, 2017 that are to be allocated to any fiscal
quarter ended on or prior to March31, 2017 as adjustments in
accordance with GAAP (as defined in the Credit Agreement) of
such professional fee and expense amounts previously included
within the underlying financial statements provided to the
lenders with the Companys compliance certificate relating to
the period ended March31, 2017 (such amount, the Prior
Period Adjustment Amount).
The Sixth Amendment amends the maximum permitted leverage ratio
covenant in the Credit Agreement (defined as the ratio of
(a)the principal amount of consolidated indebtedness minus the
lesser of (1)$30,000,000 and (2)the consolidated aggregate
amount of unrestricted cash and cash equivalents, to (b)the
consolidated net income before interest expense, taxes,
depreciation and amortization expense, certain non-cash charges
and certain other items (EBITDA)) to be, as of the end
of the Companys fiscal quarter ending on (i)June30, 2016,
5.00:1.00, (ii)September30, 2016, 5.75:1.00, and (iii)any date
thereafter, 5.00:1.00. The Sixth Amendment also amends the
minimum interest coverage ratio covenant in the Credit
Agreement (defined as, with certain adjustments, the ratio of
the Companys EBITDA to the Companys consolidated interest
expense) to be, as of the end of the Companys fiscal quarter
ending (i)on June30, 2016, 3.50:1.00, (ii)on September30, 2016,
December31, 2016, March31, 2017, June30, 2017, September30,
2017 and December31, 2017, 2.25:1.00, and (iii)thereafter,
2.00:1.00.
The Company is otherwise required to comply with all other
obligations and covenants contained in the Credit Amendment, as
amended through the Sixth Amendment, including the timely
delivery to the lenders of future financial statements and
related information.
In connection with the entry into the Sixth Amendment, the
Company will pay the Agent for the account of each consenting
lender an amendment fee in an amount equal to 50 basis points
of the outstanding principal amount of the term loan held by
such consenting lender plus the amount of such lenders
revolving commitment.
Effective January1, 2017, borrowings under the Credit Agreement
bear interest at a variable rate per annum equal to (i)LIBOR
plus 5.25% or (ii)the base rate (which is the highest of (a)the
administrative agents prime rate, (b)the federal funds rate
plus 0.50% or (c)the sum of 1% plus one-month LIBOR) plus
4.25%. If the Company fails to deliver the Required Financial
Information to the Agent on or before June30, 2017, then the
applicable interest rate for loans under the Credit Agreement
will increase by an additional 0.50% per annum, effective
July1, 2017. Upon (a)the Company delivering to the Agent the
Required Financial Information and (b)the Company achieving a
Leverage Ratio, for the
Companys then most recently ended fiscal quarter, of less than
or equal to 4:00:1:00, the specified margin for borrowings
based on LIBOR will decrease to 4.00% per annum and the
specified margin for borrowings based on the base rate will
decrease to 3.00% per annum.
As of May31, 2017, the Companys Aggregate Revolving Commitment
under the Credit Agreement was $118.3 million. Of this amount,
the Company had $20.7 million in limitations on its revolving
availability under the Credit Agreement, had borrowed $18.0
million and had utilized a further $6.1 million for letters of
credit, resulting in $73.5 million of available borrowing
capacity. Additionally, as of May31, 2017, the Company had
$173.0 million in outstanding borrowings, net of unamortized
discount of $1.4 million, under the term loan facility under
the Credit Agreement.
Copies of the Term B Amendment and the Sixth Amendment are
attached to this Current Report on Form8-K as Exhibits 10.1 and
10.2, respectively, and are incorporated herein by reference.
The foregoing description of the Term B Amendment and the Sixth
Amendment is qualified in its entirety by reference to
Exhibit10.1 and Exhibit10.2.
Rights Agreement Amendment
On February28, 2016, the Company entered into a Rights
Agreement (the Rights Agreement) between the Company and
Computershare Inc., as the Rights Agent. The Company entered
into the Rights Agreement at the time of the suspension of its
common stock from trading on the New York Stock Exchange and
the commencement of the trading of its common stock under the
symbol HNGR on the OTC Pink, which is operated by OTC Markets
Group Inc.
On June23, 2017, the Company entered into an amendment (the
Rights Agreement Amendment) to the Rights Agreement to
extend the Final Expiration Date under the Rights Agreement to
December31, 2018. to the terms of the Rights Agreement as
amended by the Rights Agreement Amendment, the Company has the
ability to redeem the rights prior to the Final Expiration Date
or to further amend the Rights Agreement to provide for an
earlier Final Expiration Date.
The Final Expiration Date under the Rights Agreement was not
extended in response to any specific takeover bid or other
proposal to acquire control of the Company.
A copy of the Rights Agreement Amendment is attached to this
Current Report on Form8-K as Exhibit4.1 and is incorporated
herein by reference. The foregoing description of the Rights
Agreement Amendment is qualified in its entirety by reference
to Exhibit4.1.
Item 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on
Form8-K under the subheading Credit Agreement Amendments is
incorporated by reference into this Item 2.03.
Item 3.03. Material Modification to
Rights of Security Holders.
The information included in Item 1.01 of this Current Report on
Form8-K under the subheading Rights Agreement Amendment is
incorporated by reference into this Item 3.03.
Item 9.01. Financial Statements and
Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
(4.1) |
Amendment, dated as of June23, 2017, by and between |
|
(10.1) |
Amendment, dated as of June2, 2017, among Hanger,Inc., |
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(10.2) |
Sixth Amendment, dated as of June22, 2017, among |
HANGER, INC. ExhibitEX-4.1 2 a17-15493_1ex4d1.htm EX-4.1 Exhibit 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 to the Rights Agreement (as defined below) (this Amendment),…To view the full exhibit click here
About Hanger, Inc. (OTCMKTS:HNGR)
Hanger, Inc. is a rehabilitative product and service company. The Company delivers orthotic and prosthetic (O&P) patient care, products, services and therapeutic solutions. The Company offers advanced prosthetics and orthotics, clinically differentiated programs and unsurpassed customer service. The Company comprises nine business units that serve various segments of the O&P industry. The Company’s segments include Patient Care, and Products & Services. The Patient Care segment includes Hanger Clinic and Linkia. The Hanger Clinic specializes in orthotic and prosthetic services and products. Linkia is a specialty healthcare company, which is engaged in the O&P management and care. The Products & Services segment includes Southern Prosthetic Supply (SPS), Accelerated Care Plus (ACP), SureFit, Innovative Neurotronics, Inc. and SPS National Labs. Hanger, Inc. (OTCMKTS:HNGR) Recent Trading Information
Hanger, Inc. (OTCMKTS:HNGR) closed its last trading session 00.00 at 12.00 with shares trading hands.