IMAX Corporation (NYSE:IMAX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On June28, 2018, IMAX Corporation (the “Company”) entered into a Fifth Amended and Restated Credit Agreement (the “New Credit Agreement”) with Wells Fargo Bank, National Association, as agent, and a syndicate of lenders party thereto. The New Credit Agreement expands the Company’s revolving borrowing capacity from $200million to $300million, and also contains an uncommitted accordion feature allowing the Company to further expand its borrowing capacity to $440million or greater, depending on the mix of revolving and term loans comprising the incremental facility. The new facility matures on June28, 2023.
Loans under the new facility will bear interest, at the Company’s option, at (i)LIBOR plus a margin ranging from 1.00% to 1.75% per annum; or (ii)the base rate plus a margin ranging from 0.25% to 1.00% per annum, in each case depending on the Company’s total leverage ratio. In no event will the LIBOR rate be less than 0.00% per annum.
The New Credit Agreement requires that the Company maintain a maximum senior secured net leverage ratio of 3.25:1. In addition, the New Credit Agreement contains customary affirmative and negative covenants for a transaction of this type, including covenants that limit indebtedness, liens, capital expenditures, asset sales, investments and restricted payments, in each case subject to negotiated exceptions and baskets. The New Credit Agreement also contains representations, warranties and event of default provisions customary for a transaction of this type.
The Company’s obligations under the New Credit Agreement are guaranteed by certain of the Company’s subsidiaries (the “Guarantors”), and are secured by first-priority security interests in substantially all of the assets of the Company and the Guarantors.
The Company intends to use the proceeds under the facility to repay outstanding term loan debt in connection with its Playa Vista headquarters, to finance ongoing working capital requirements and for other general corporate purposes. At closing, the Company did not have any amounts drawn under the new facility.
Wells Fargo Securities, LLC, served as sole lead arranger. Wells Fargo Securities, LLC and Citibank, N.A. served as joint bookrunners; Citibank, N.A. served as syndication agent; and Export Development Canada, HSBC Bank Canada and National Bank of Canada served as co-documentation agents.
The foregoing description of the New Credit Agreement is qualified in its entirety by reference to the Fifth Amended and Restated Credit Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June30, 2018.
Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 1.01 by reference.
About IMAX Corporation (NYSE:IMAX)
Imax Corp is a Canada-based entertainment technology company. The Company operates through the following segments: the IMAX systems, the theater system maintenance, the joint revenue sharing arrangements, film production and IMAX DMR, film distribution, film post-production and other. The IMAX systems segment designs, manufactures, sells or leases IMAX theater projection system equipment. The theater system maintenance segment maintains IMAX theater projection system equipment in the IMAX theater network. The joint revenue sharing arrangements segment provides IMAX theater projection system equipment to exhibitors. The film production and IMAX DMR segment produces films and performs film re-mastering services. The film distribution segment distributes films. The film post-production segment provides film post-production and film print services. The other segment includes certain IMAX theaters that the Company owns and operates, camera rentals and other miscellaneous items.