INTERFACE, INC. (NASDAQ:TILE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 of the Company’s Current Report on Form 8-K filed on August 9, 2017, which summary is incorporated herein by reference for the purpose of summarizing the Incremental Term Loan. BOA has committed to fund the full principal amount of the Incremental Term Loan, subject to the terms and conditions of the Commitment Letter.
The Commitment Letter also provides that MLPFS will solicit the consent of the lenders under the Existing Facility to amend such facility to permit the Incremental Term Loan and to make other changes necessitated by the Acquisition, including amending financial covenants to accommodate the Acquisition and the indebtedness the Company will incur to complete it. In the event the requisite lenders under the Existing Facility do not consent to the proposed amendments, BOA has committed to fund the full principal amount of a ‘backstop’ replacement credit facility with terms identical in all material respects to the terms of the Existing Facility, as such terms are proposed to be amended to accommodate the Acquisition.
In addition, to the terms of an engagement letter between MLPFS and the Company, MLPFS has agreed to use commercially reasonable efforts to obtain debt financing in the form of a senior secured term loan facility in multiple tranches in an aggregate principal amount of approximately $465 million and a senior secured multicurrency revolving credit facility of approximately $300,000,000 in lieu of the financing provided in the Financing Commitment Letter in order to, among other things, refinance the Company’s existing credit agreement and pay the purchase price of the Acquisition, repay existing indebtedness of the Target Group Companies and pay transactions fees and expenses. It is contemplated that the new senior secured facilities will have a five-year maturity.
BOA and MLPFS or their affiliates have engaged in, and may in the future engage in, commercial or investment banking, corporate trust or other commercial dealings in the ordinary course of business with the Company or its affiliates. They or their affiliates have received, or may in the future receive, customary fees and commissions for these transactions. Without limitation, BOA is the administrative agent under the Existing Facility and its related security and pledge agreement, BOA and certain of its affiliates are lenders under the Existing Facility and MLPFS was an arranger of the Existing Facility.
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The foregoing descriptions of the Purchase Agreement, the Acquisition and the Financing Commitment Letter do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and the Financing Commitment Letter, copies of which are filed as Exhibits 2.1 and 10.1 hereto, respectively, and are incorporated herein by reference.
The foregoing descriptions are not intended to provide any factual information about the parties to the Purchase Agreement, the Financing Commitment Letter or their respective subsidiaries and affiliates. The Purchase Agreement contains warranties by certain of the parties to the Purchase Agreement, which were made only for purposes of that agreement and as of specified dates. The warranties in the Purchase Agreement and covenants in the Purchase Agreement and Financing Commitment Letter were made solely for the benefit of the parties to such documents; are subject to limitations agreed upon by the parties; may have been made for the purposes of allocating contractual risk between the parties to such documents instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the parties that may differ from those applicable to investors. Investors should not rely on the warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Purchase Agreement or Financing Commitment Letter or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the warranties and covenants may change after the date of such documents, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
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Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.. |
The disclosure under the heading “Financing Commitment Letter” in Item 1.01 above is hereby incorporated by reference in response to this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c)Shell Company Transactions.
None.
(d) Exhibits.
*Certain exhibits and schedules have been omitted to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission.
Forward-Looking Statements
This current report on Form 8-K contains “forward-looking statements” within the meaning of the Securities Act of 1933, the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed Acquisition. Words such as “believes,” “anticipates,” “plans,” “expects” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include statements regarding the intent, belief or current expectations of our management team, as well as the assumptions on which such statements are based. Any forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by such forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements may include, among other things: the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement; the failure to realize the benefits expected from the Acquisition; the Acquisition-related costs; the Company’s projections as to the timing of the consummation of the Acquisition; risks related to disruption of management time from ongoing business operations due to the Acquisition; the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated or that may be burdensome; risks that any of the conditions to the consummation of the Acquisition may not be satisfied in a timely manner; the impact of the Acquisition on the Company’s business; the expected terms, types and amount of the expected financing for the Acquisition; failure to close the expected financing; and the risks and uncertainties discussed in Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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INTERFACE, INC. |
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By: |
/s/ David B. Foshee |
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David B. Foshee |
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Vice President |
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Date:June 14, 2018 |
EXHIBIT INDEX
*Certain exhibits and schedules have been omitted INTERFACE INC ExhibitEX-2.1 2 ex_116371.htm EXHIBIT 2.1 ex_116371.htm Exhibit 2.1 Share Purchase and Transfer Agreement regarding the sale and purchase of the shares in nora Holding GmbH and certain shareholder loan receivables Table of Contents Page 1. Definitions 3 2. Sale Shares,…To view the full exhibit click here
About INTERFACE, INC. (NASDAQ:TILE)
Interface Inc. is engaged in design, production and sales of modular carpet, also known as carpet tile across the world. The Company markets its modular carpets in over 110 countries under the brand names Interface and FLOR. The Company distributes its product through approximately two primary channels, including direct sales to end users and indirect sales through independent contractors or distributors. The Company sells an antimicrobial chemical compound under the trademark Intersept that the Company incorporates in all of its modular carpet products. It also sells its TacTiles carpet tile installation system, along with a range of traditional adhesives and products for carpet installation and maintenance that are manufactured by a third-party. In addition, it manufactures and sells its Intercell brand raised/access flooring product in Europe. It also provides turnkey project management services for national accounts and other customers through its InterfaceSERVICES business.