MAM SOFTWARE GROUP, INC. (NASDAQ:MAMS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material
Definitive Agreement
On March 2, 2017 (the Closing Date), MAM Software Group, Inc.
(the Company or us), as borrower, entered into a credit facility
(the Credit Facility) with Univest Bank and Trust Co. (Univest),
as lender. The agreements comprising the Credit Facility
(collectively, the Agreements), including a credit agreement (the
Credit Agreement), a revolving credit note (the Revolving Note,
and together with the Credit Agreement, the Revolving Credit
Facility) a term note (the Term Note), are summarized below.
Prior to the entry into the Agreements, there was no material
relationship between us and Univest, other than with respect to
the material agreements described herein.
The Company used the initial proceeds of the Credit Facility to
repay all of its obligations under its previously disclosed
credit facility with JPMorgan Chase Bank, N.A., entered into on
December 1, 2015, and intends to use the remaining availability
under the Revolving Credit Facility for other general corporate
purposes.
In connection with the Credit Facility, we have agreed to pay a
quarterly commitment fee, which will accrue at the Applicable
Rate, as defined under the Credit Facility, on the daily amount
of the undrawn portion of the Revolving Credit Commitment (as
defined below) during the period from and including the Closing
Date to but excluding the date on which the Lenders Revolving
Commitment terminates.
Credit Agreement
Revolving Note
The Revolving Credit Facility provides for a revolving credit
commitment of an initial amount of up to $2,750,000 (Revolving
Credit Commitment), which is subject to adjustment as provided
for in the Credit Agreement. to the terms of the Revolving Credit
Facility, revolving loans are available to us from the Closing
Date through March 1, 2020 (the Maturity Date), unless the
revolving credit commitment has been reduced to zero or
terminated, in each case in accordance with the terms of the
Credit Facility.
to the Credit Agreement, we have the option to select between two
types of borrowings with the applicable interest rate based on a
spread over the London interbank offered rate (each, a LIBOR
Borrowing) or the Lenders prime rate (each, a UBTCFR Borrowing),
as such interest rate may be adjusted in accordance with the
applicable total leverage ratio at the time of each borrowing, as
defined in the Credit Agreement.
The Company has the option to prepay the principal balance of the
Revolving Note in whole or in part at any time. In the event that
the Company elects to prepay a LIBOR Borrowing, it will be
required to: (a) provide three days prior telephonic notice; (b)
pay any accrued interest as required by the Credit Agreement; and
(c) compensate the lender for loss, reasonable cost and expense
associated therewith. In the event that the Company elects to
prepay a UBTCFR Borrowing, the Company shall be required to
provide one days telephonic notice.
The Credit Agreement contains customary affirmative and negative
covenants, including maximum total leverage ratios, minimum fixed
charge coverage ratios, default interest rates and default and
remedy provisions.
Term Note
to the terms of the Credit Agreement, Univest on the Closing Date
extended to us a term loan (the Term Loan) in the principal
amount of $8,750,000 that was evidenced by the Term Note issued
on the Closing Date. The Term Loan is a one-time loan, and unlike
the Revolving Credit Facility, the principal amount is not
available for re-borrowing.
to the Term Note, the Company may, similar to the Revolving Note,
choose between a LIBOR Borrowing and a UBTCFR Borrowing and pay
the applicable accrued amount of interest on the applicable
Interest Payment Date. The Term Note is repayable in 53 monthly
installments of principal, payable on the first day of each
calendar month, as follows: (a) 9 monthly installments of
$133,333.33 from April 1, 2017 through December 1, 2017; (b) 12
monthly installments of $158,333.33 from January 1, 2018 through
December 1, 2018; and (c) 31 monthly installments of $175,000
from January 1, 2019 through July 1, 2021, with the remaining
balance due on August 1, 2021. Our right to prepay the Term Loan
is similar to our right to prepay the Revolving Credit Facility
as described above.
The foregoing summary of the terms of the Credit Agreement, the
Revolving Note and the Term Note is qualified in its entirety by
reference to the complete Credit Agreement, the Revolving Note
and the Term Note, forms of which are attached hereto as Exhibits
10.1, 10.2 and 10.3, respectively, and are incorporated herein by
reference.
Security Documents
In connection with the Credit Facility, each of the Company and
our wholly owned U.S subsidiary, MAM Software, Inc. (MAM
Software, Inc.) entered into a Pledge and Security Agreement
(collectively, the Pledge and Security Agreements), a Deed of
Negative Pledge Agreement (the Deed of Negative Pledge Agreement)
and a Guaranty of Payment Agreement (the Guaranty of Payment
Agreement, and together with the Pledge and Security Agreements
and the Deed of Negative Pledge Agreement, the Security
Documents), as described more fully below.
Pledge and Security Agreement (Borrower) and Pledge and
Security Agreement
(Guarantor)
Under the Pledge and Security Agreements, our promise to repay
the Revolving Note and the Term Note and to fulfill our other
obligations to the Credit Agreement are partially secured by a
first priority lien on (a) substantially all of our assets and
(b) substantially all of the assets of our wholly owned U.S.
subsidiary, MAM Software, Inc. (MAM Software, Inc.), in each
case, upon the terms and subject to the conditions set forth in
the applicable Pledge and Security Agreement for the benefit of
Univest.
UK Security Agreement
to the Deed of Negative Pledge Agreement, the Company and MAM
Software Limited, our wholly owned U.K. subsidiary, agreed to
various negative covenants and a pledge of 65% of the Companys
ordinary shares of MAM Software Limited for the benefit of
Univest, upon the terms and conditions set forth in the Deed of
Negative Pledge Agreement.
Guaranty of Payment Agreement
to the Guaranty of Payment Agreement, MAM Software, Inc. has also
guaranteed the payment and performance of our obligations under
the Credit Agreement for the benefit of Univest.
Each of these agreements contains customary events of default and
acceleration of payment obligation provisions.
The foregoing summary of the terms of the Security Documents is
qualified in its entirety by reference to the complete Pledge and
Security Agreement (Borrower), Pledge and Security Agreement
(Guarantor), Deed of Negative Pledge Agreement and Guaranty of
Payment Agreement, the forms of which are attached hereto as
Exhibit 10.4, 10.5, 10.6 and 10.7, respectively, and are
incorporated herein by reference.
All capitalized terms not defined herein shall have the meaning
ascribed to them in the Agreements.
Item 2.03Creation 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 is
incorporated by reference into this Item 2.03.
Item9.01 Financial Statements and
Exhibits.
(d)Exhibits.
|
Exhibit No. |
Description |
|
| 10.1 |
Form of Credit Agreement dated as of March 2, 2017, among MAM Software Group, Inc. and Univest Bank and Trust Co. |
|
| 10.2 |
Form of the Companys Revolving Credit Note dated March 2, 2017, in the principal amount of $2,750,000. |
|
| 10.3 |
Form of the Companys Term Note dated March 2, 2017, in the principal amount of $8,750,000. |
|
| 10.4 |
Form of Pledge and Security Agreement dated as of March 2, 2017, by and between MAM Software Group, Inc., Borrower, and Univest Bank and Trust Co., on behalf of Lender and the other Secured Parties. |
|
| 10.5 |
Form of Pledge and Security Agreement dated as of March 2, 2017, by and between MAM Software, Inc., Grantor, and Univest Bank and Trust Co., on behalf of Lender and the other Secured Parties. |
|
| 10.6 |
Form of Deed of Negative Pledge Agreement dated as of March 2, 2017, by and between MAM Software Group, Inc. and MAM Software Limited and Univest Bank and Trust Co. |
|
| 10.7 |
Form of Guaranty of Payment Agreement dated as of March 2, 2017, by MAM Software Group, Inc., a Guarantor, in favor of Univest Bank and Trust Co., as Lender. |
About MAM SOFTWARE GROUP, INC. (NASDAQ:MAMS)
MAM Software Group, Inc. (MAM) is a technology holding company. The Company is a provider of cloud-based business and on premise management solutions for the auto parts, tires and vertical distribution industries. Its segments include MAM UK and MAM NA. It operates through three subsidiaries: MAM Software, Inc. (MAM NA), MAM Software Limited (MAM Ltd.) and Origin Software Solutions Ltd. (Origin) (MAM Ltd. and Origin are collectively referred to as MAM UK). The Company provides software, information and related services to businesses engaged in the automotive aftermarket in the United States, Canada, the United Kingdom and Ireland. In the United Kingdom Market, it also provides management solutions to businesses involved in the wholesale of construction materials. Its products and services include business management systems, information products, online services, and customer support and consulting and training. MAM SOFTWARE GROUP, INC. (NASDAQ:MAMS) Recent Trading Information
MAM SOFTWARE GROUP, INC. (NASDAQ:MAMS) closed its last trading session down -0.01 at 6.39 with 14,093 shares trading hands.