Oakridge Holdings, Inc. (OTCMKTS:OKRG) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
As previously disclosed, onMay 22, 2017(the Petition
Date),Oakridge Financial, Inc.(we or the Company)andour operating
subsidiary, Stinar HG, Inc., a Minnesota corporation (Stinar and
together with theCompany, the Debtors) filed voluntary petitions
in the United States Bankruptcy Court for the District
ofMinnesota(the Bankruptcy Court) seeking relief under Chapter 11
of Title 11 of the United States Code (the Bankruptcy Code). The
Chapter 11 Cases are being administered under the captionsIn
reOakridge Financial, Inc., Case No. 17-31669 and In re Stinar
HG, Inc., dba Stinar Corporation Case No. 17-341670(the Chapter
11 Cases).. The Debtors continue to operate their businesses and
manage their properties as debtors-in-possession under the
jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Bankruptcy Code and orders of the
Bankruptcy Court.
Date),Oakridge Financial, Inc.(we or the Company)andour operating
subsidiary, Stinar HG, Inc., a Minnesota corporation (Stinar and
together with theCompany, the Debtors) filed voluntary petitions
in the United States Bankruptcy Court for the District
ofMinnesota(the Bankruptcy Court) seeking relief under Chapter 11
of Title 11 of the United States Code (the Bankruptcy Code). The
Chapter 11 Cases are being administered under the captionsIn
reOakridge Financial, Inc., Case No. 17-31669 and In re Stinar
HG, Inc., dba Stinar Corporation Case No. 17-341670(the Chapter
11 Cases).. The Debtors continue to operate their businesses and
manage their properties as debtors-in-possession under the
jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Bankruptcy Code and orders of the
Bankruptcy Court.
DIP Loan Agreement
As previously disclosed, in connection with the Chapter 11 Cases,
the Debtors filed motions seeking Bankruptcy Court approval of
debtor-in-possession financing on the terms set forth in that
certainDebtor-In-Possession Loan Agreement, dated as ofMay 22,
2017(the DIP Loan Agreement), by and among the Debtors
andKrukeberg Industries, LLC, as Lender.
the Debtors filed motions seeking Bankruptcy Court approval of
debtor-in-possession financing on the terms set forth in that
certainDebtor-In-Possession Loan Agreement, dated as ofMay 22,
2017(the DIP Loan Agreement), by and among the Debtors
andKrukeberg Industries, LLC, as Lender.
to the terms of the DIP Loan Agreement, the Lender has agreed to
loan Stinar an aggregate principal amount ofnot more
than$325,000. Not more than $100,000 of the aggregate amount may
be borrowed under the DIP Loan Agreement during the period from
the Petition Date to May 31, 2017. Advances under the DIP Loan
Agreementwill become available upon the satisfaction of customary
conditions precedent thereto, including the entry of an order of
the Bankruptcy Court approving the DIPLoan Agreement.Under the
DIP Loan Agreement,Stinaris entitled to borrow and prepay
advances. Amounts advanced and repaid, however, may not be
re-borrowedunder the DIP Loan Agreement.
loan Stinar an aggregate principal amount ofnot more
than$325,000. Not more than $100,000 of the aggregate amount may
be borrowed under the DIP Loan Agreement during the period from
the Petition Date to May 31, 2017. Advances under the DIP Loan
Agreementwill become available upon the satisfaction of customary
conditions precedent thereto, including the entry of an order of
the Bankruptcy Court approving the DIPLoan Agreement.Under the
DIP Loan Agreement,Stinaris entitled to borrow and prepay
advances. Amounts advanced and repaid, however, may not be
re-borrowedunder the DIP Loan Agreement.
The Debtorsanticipate using the proceeds of the DIPLoan
Agreementprimarily for (i)for purposes permitted by orders of the
Bankruptcy Court, including ongoing debtor-in-possession working
capital purposes, (ii)the payment of fees, costs and expenses,
and (iii)other general corporate purposes, in each case, only to
the extent permitted under applicable law, theDIP Loan Agreement,
the orders of the Bankruptcy Court, and in accordance with the
approved budget, and further subject to certain exceptions as set
forth in theDIP Loan Agreement.The DIP Loan Agreement provides
for the Companys use of certain DIP Loan Agreement proceeds in
accordance with the budget and other terms and conditions.
Agreementprimarily for (i)for purposes permitted by orders of the
Bankruptcy Court, including ongoing debtor-in-possession working
capital purposes, (ii)the payment of fees, costs and expenses,
and (iii)other general corporate purposes, in each case, only to
the extent permitted under applicable law, theDIP Loan Agreement,
the orders of the Bankruptcy Court, and in accordance with the
approved budget, and further subject to certain exceptions as set
forth in theDIP Loan Agreement.The DIP Loan Agreement provides
for the Companys use of certain DIP Loan Agreement proceeds in
accordance with the budget and other terms and conditions.
Thematurity date of theDIP Loan Agreementis the earliest of (a)
July 6, 2017(45 calendar days after the Petition Date), if the
Bankruptcy Court has not entered a final borrowing order on or
before that date; (b) September 19, 2017(120 calendar days after
the Petition Date); (c) the date on which a plan of
reorganization for Debtors, in a form and substance satisfactory
to the DIP Lender, in its sole and absolute discretion, becomes
effective; and (d) the occurrence and continuation of certain
other customary events of default, including the failure of
certain customary milestone events identified in the DIP Loan
Agreement.
July 6, 2017(45 calendar days after the Petition Date), if the
Bankruptcy Court has not entered a final borrowing order on or
before that date; (b) September 19, 2017(120 calendar days after
the Petition Date); (c) the date on which a plan of
reorganization for Debtors, in a form and substance satisfactory
to the DIP Lender, in its sole and absolute discretion, becomes
effective; and (d) the occurrence and continuation of certain
other customary events of default, including the failure of
certain customary milestone events identified in the DIP Loan
Agreement.
Subject to certain exceptions,advances under the DIP Loan
Agreementwill be secured by a first priority perfected security
interest in substantially all of the assets of the Debtors. The
security interests and liens are subject only to certain carve
outs and permitted liens, as set
Agreementwill be secured by a first priority perfected security
interest in substantially all of the assets of the Debtors. The
security interests and liens are subject only to certain carve
outs and permitted liens, as set
forthin theDIP Loan Agreement.Advances under the DIP Loan
Agreementaresubject to certain covenants, including, without
limitation,covenantsrelated to the incurrence of additional debt,
liens, the Companys failure to comply with the approved budget
and certain bankruptcy related covenants, in each case as set
forth in theDIP Loan Agreement.
Agreementaresubject to certain covenants, including, without
limitation,covenantsrelated to the incurrence of additional debt,
liens, the Companys failure to comply with the approved budget
and certain bankruptcy related covenants, in each case as set
forth in theDIP Loan Agreement.
The Bankruptcy Court approved the DIPLoan Agreementbya finalorder
datedMay 26, 2017.As of June 2, 2017, the Company hasrequested
draws totaling$150,000 under theDIP Loan Agreement.
datedMay 26, 2017.As of June 2, 2017, the Company hasrequested
draws totaling$150,000 under theDIP Loan Agreement.
The foregoing description of the DIPLoan Agreementdoes not
purport to be complete and is qualified in its entirety by
reference to theDIP Loan Agreementfiled as Exhibit 10.1hereto and
incorporated herein by reference.
purport to be complete and is qualified in its entirety by
reference to theDIP Loan Agreementfiled as Exhibit 10.1hereto and
incorporated herein by reference.
Item2.03. Creation of a Direct Financial Obligation or
Obligation under an Off Balance Sheet Arrangement of a
Registrant.
Obligation under an Off Balance Sheet Arrangement of a
Registrant.
The items set forth above in Item1.01of this Form 8-K regarding
the DIPLoan Agreementarehereby incorporated herein by reference.
the DIPLoan Agreementarehereby incorporated herein by reference.
Item7.01. Regulation FD Disclosure.
Additional information on the Chapter 11 Cases, including access
to documents filed with the Bankruptcy Court and other general
information about the Chapter 11 Cases, is available at a
subscription based service known as PACER, at
https://ecf.mab.uscourts.gov/cgi-bin/login.pl .
to documents filed with the Bankruptcy Court and other general
information about the Chapter 11 Cases, is available at a
subscription based service known as PACER, at
https://ecf.mab.uscourts.gov/cgi-bin/login.pl .
The information in Item7.01 of this Form 8-K is being furnished
and shall not be deemed filed for purposes of Section18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of such section. The
information in Item7.01 of this Form 8-K shall not be
incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any
incorporation by reference language in any such filing.
and shall not be deemed filed for purposes of Section18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of such section. The
information in Item7.01 of this Form 8-K shall not be
incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any
incorporation by reference language in any such filing.
8.01. Other Events.
The Company cautions its security holders that trading in the
Companys securities during the pendency of the Chapter 11 Cases
will be highly speculative and will pose additional, substantial
risks in addition to the various risks that the Company has
previously disclosed in its registration statements filed under
the Securities Act of 1933, as amended, and periodic reports and
schedules filed under the Exchange Act. Trading prices for the
Companys securities may not bear any substantive relationship to
any recovery that the Companys security holders may obtain in the
Chapter 11 Cases. In that context, the Company cannot provide any
assurance in respect of the scope or amount, nature, or timing of
any recovery for any such holders. Accordingly, we urge extreme
caution with respect to existing and future investments in our
securities. A plan of reorganization, sale of assets or
liquidation may result in the holders of the Companys securities
receiving little or no distribution in respect of their interests
and cancellation of their existing securities. If certain
requirements of the Bankruptcy Code are met, a Chapter 11 plan of
reorganization could be confirmed notwithstanding its rejection
by our
Companys securities during the pendency of the Chapter 11 Cases
will be highly speculative and will pose additional, substantial
risks in addition to the various risks that the Company has
previously disclosed in its registration statements filed under
the Securities Act of 1933, as amended, and periodic reports and
schedules filed under the Exchange Act. Trading prices for the
Companys securities may not bear any substantive relationship to
any recovery that the Companys security holders may obtain in the
Chapter 11 Cases. In that context, the Company cannot provide any
assurance in respect of the scope or amount, nature, or timing of
any recovery for any such holders. Accordingly, we urge extreme
caution with respect to existing and future investments in our
securities. A plan of reorganization, sale of assets or
liquidation may result in the holders of the Companys securities
receiving little or no distribution in respect of their interests
and cancellation of their existing securities. If certain
requirements of the Bankruptcy Code are met, a Chapter 11 plan of
reorganization could be confirmed notwithstanding its rejection
by our
security holders and notwithstanding the fact that such security
holders do not receive or retain any property on account of their
security interests under such plan.
holders do not receive or retain any property on account of their
security interests under such plan.
Forward-Looking Statements
Thisreportcontains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 relating
to the Companys operations, results of operations and other
matters that are based on the Companys current expectations,
estimates, forecasts and projections. Words, such as anticipate,
believe, could, expect, estimate, intend, may, opportunity, plan,
positioned, potential, project, should, and will and similar
expressions, are intended to identify these forward-looking
statements. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that
are difficult to predict. Forward-looking statements are based on
assumptions as to future events that may not prove to be
accurate. For a more detailed discussion of these risks, see the
information under the Risk Factors heading in the Companys Annual
Report on Form 10-K for the year endedJune 30, 2016 and the
CompanysQuarterly Report on Form 10-Q for the three months ended
September 30, 2016, and other documents filed with or furnished
to the SEC. Other than as required by law,the Companyundertakes
no obligation to publicly update any forward-looking statements
in light of new information or future events. Readers are
cautioned not to put undue reliance on forward-looking
statements.
of the Private Securities Litigation Reform Act of 1995 relating
to the Companys operations, results of operations and other
matters that are based on the Companys current expectations,
estimates, forecasts and projections. Words, such as anticipate,
believe, could, expect, estimate, intend, may, opportunity, plan,
positioned, potential, project, should, and will and similar
expressions, are intended to identify these forward-looking
statements. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that
are difficult to predict. Forward-looking statements are based on
assumptions as to future events that may not prove to be
accurate. For a more detailed discussion of these risks, see the
information under the Risk Factors heading in the Companys Annual
Report on Form 10-K for the year endedJune 30, 2016 and the
CompanysQuarterly Report on Form 10-Q for the three months ended
September 30, 2016, and other documents filed with or furnished
to the SEC. Other than as required by law,the Companyundertakes
no obligation to publicly update any forward-looking statements
in light of new information or future events. Readers are
cautioned not to put undue reliance on forward-looking
statements.
Item9.01. Financial Statements and Exhibits.
|
(d)
|
Exhibits
|
The Exhibit Index appearing after the page to this Current Report
on Form 8-K is incorporated herein by reference.
on Form 8-K is incorporated herein by reference.
About Oakridge Holdings, Inc. (OTCMKTS:OKRG)
Oakridge Holdings, Inc. operates through aviation ground support equipment business segment. The Company and its subsidiary, Stinar Corporation (Stinar), operate the aviation ground support equipment business. Stinar is a manufacturer of ground support equipment, and provides products and services to the aviation industry in approximately three areas, such as sales of new equipment manufactured for maintaining, servicing and loading of airplanes; sales of parts for equipment sold in the past, and repair of equipment. Stinar’s products include truck-mounted stairways and push stairs for loading aircraft; lavatory trucks and carts, water trucks, bobtails and catering trucks for servicing aircraft; cabin cleaning trucks, maintenance hi-lifts and turbo oilers for maintaining aircraft, and other custom built aviation ground support equipment used by airports, airlines and the military. Stinar provides service and repairs on equipment it has sold and also on other vendors’ equipment. Oakridge Holdings, Inc. (OTCMKTS:OKRG) Recent Trading Information
Oakridge Holdings, Inc. (OTCMKTS:OKRG) closed its last trading session 00.0000 at 0.0601 with 25,000 shares trading hands.
