Overstock.com, Inc. (NASDAQ:OSTK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On March 30, 2017, Overstock.com, Inc., a Delaware corporation
(Overstock), and its wholly owned subsidiary O.Com Land LLC, a
Utah limited liability company (O.Com Land), and the banks
referred to below entered into a First Amendment to Loan
Agreement dated as of March 30, 2017 (the First Amendment) to the
Loan Agreement (the Loan Agreement) dated as of October 24, 2014
by and between Overstock, O.Com Land, U.S. Bank National
Association in its capacity as Administrative Bank and in its
capacity as a Bank; and Compass Bank as a Bank. O.Com Land
concurrently entered into an amendment of the Deed of Trust,
Assignment of Rents, Security Agreement and Financing Statement
dated October 24, 2014 relating to the Loan Agreement, and
Overstock concurrently amended and restated (a) its Revolving
Note dated October 24, 2014 payable to U.S. Bank National
Association relating to the Loan Agreement by executing and
delivering an Amended and Restated Revolving Note payable to U.S.
Bank National Association in the principal amount of
$13,250,000>and (b) its Revolving Note dated October 24, 2014
payable to Compass Bank relating to the Loan Agreement by
executing and delivering an Amended and Restated Revolving Note
payable to Compass Bank in the principal amount of $11,750,000,
in each case to reflect the changes to the Loan Agreement made by
the First Amendment.
(Overstock), and its wholly owned subsidiary O.Com Land LLC, a
Utah limited liability company (O.Com Land), and the banks
referred to below entered into a First Amendment to Loan
Agreement dated as of March 30, 2017 (the First Amendment) to the
Loan Agreement (the Loan Agreement) dated as of October 24, 2014
by and between Overstock, O.Com Land, U.S. Bank National
Association in its capacity as Administrative Bank and in its
capacity as a Bank; and Compass Bank as a Bank. O.Com Land
concurrently entered into an amendment of the Deed of Trust,
Assignment of Rents, Security Agreement and Financing Statement
dated October 24, 2014 relating to the Loan Agreement, and
Overstock concurrently amended and restated (a) its Revolving
Note dated October 24, 2014 payable to U.S. Bank National
Association relating to the Loan Agreement by executing and
delivering an Amended and Restated Revolving Note payable to U.S.
Bank National Association in the principal amount of
$13,250,000>and (b) its Revolving Note dated October 24, 2014
payable to Compass Bank relating to the Loan Agreement by
executing and delivering an Amended and Restated Revolving Note
payable to Compass Bank in the principal amount of $11,750,000,
in each case to reflect the changes to the Loan Agreement made by
the First Amendment.
The First Amendment amends the Loan Agreement by:
(a) increasing the Aggregate Revolving Commitment (as defined in
the Loan Agreement) from $10 million to $25 million, and making
conforming changes to the Loan Agreement;
the Loan Agreement) from $10 million to $25 million, and making
conforming changes to the Loan Agreement;
(b) extending the Facility Termination Date (as defined in the
Loan Agreement) from October 24, 2017 to June 30, 2020 or any
earlier date on which the Aggregate Revolving Commitment is
reduced to zero or otherwise terminated to the terms of the Loan
Agreement;
Loan Agreement) from October 24, 2017 to June 30, 2020 or any
earlier date on which the Aggregate Revolving Commitment is
reduced to zero or otherwise terminated to the terms of the Loan
Agreement;
(c) modifying the covenant in Section 5.24 of the Loan Agreement
to read as follows: As of the last day of each of its fiscal
quarters, as demonstrated in the most recent financial statements
delivered in accordance with Section 5.13, Overstock shall have
(a) a Fixed Charge Coverage Ratio of no less than 1.15 to 1.00,
(b) a Cash Flow Leverage Ratio not to exceed 2.75 to 1.00, and
(c) a Minimum Liquidity of $50,000,000.00.
to read as follows: As of the last day of each of its fiscal
quarters, as demonstrated in the most recent financial statements
delivered in accordance with Section 5.13, Overstock shall have
(a) a Fixed Charge Coverage Ratio of no less than 1.15 to 1.00,
(b) a Cash Flow Leverage Ratio not to exceed 2.75 to 1.00, and
(c) a Minimum Liquidity of $50,000,000.00.
(d) modifying Section 5.32(vi) of the Loan Agreement to read as
follows: (vi) Any amendment, modification or extension of this
Agreement with respect to the Aggregate Revolving Commitment or
the Real Estate Loan; provided, that if an extension of the
Aggregate Revolving Commitment is not made by the Banks at the
Facility Termination Date, Overstock may obtain a replacement
revolving commitment in any amount not in excess of
$25,000,000.00, reduced by any permanent reductions by Overstock
made to Section 1.14 hereof.
follows: (vi) Any amendment, modification or extension of this
Agreement with respect to the Aggregate Revolving Commitment or
the Real Estate Loan; provided, that if an extension of the
Aggregate Revolving Commitment is not made by the Banks at the
Facility Termination Date, Overstock may obtain a replacement
revolving commitment in any amount not in excess of
$25,000,000.00, reduced by any permanent reductions by Overstock
made to Section 1.14 hereof.
(e) adding the following definition of Permitted Redemption
Payments: Means all funds used by Overstock (including the use of
availability under the Revolving Commitment) to effectuate the
redemption of shares of stock in Overstock during the period of
time from January 1, 2017 through June 30, 2018 in an aggregate
amount not to exceed $60,000,000.00.;
Payments: Means all funds used by Overstock (including the use of
availability under the Revolving Commitment) to effectuate the
redemption of shares of stock in Overstock during the period of
time from January 1, 2017 through June 30, 2018 in an aggregate
amount not to exceed $60,000,000.00.;
(f) adding the following to the definition of Restricted
Payments: In addition, the Permitted Redemption Payments shall
not be Restricted Payments.; and
Payments: In addition, the Permitted Redemption Payments shall
not be Restricted Payments.; and
(g) adding other definitions, representations and covenants to
the Loan Agreement and making related conforming changes to the
Loan Agreement and to Schedule 1.1 to the Loan Agreement.
the Loan Agreement and making related conforming changes to the
Loan Agreement and to Schedule 1.1 to the Loan Agreement.
The First Amendment also includes the following: Permitted
Redemption Payments. Borrowers agree that no Permitted Redemption
Payments shall be made if an Event of Default has occurred and is
continuing.
Redemption Payments. Borrowers agree that no Permitted Redemption
Payments shall be made if an Event of Default has occurred and is
continuing.
In connection with the First Amendment, Overstock and/or O.Com
Land entered into the following, a copy of each of which is filed
herewith:
Land entered into the following, a copy of each of which is filed
herewith:
(a) Amendment dated March 30, 2017 to Deed of Trust, Assignment
of Rents, Security Agreement and Financing Statement dated
October 24, 2014;
of Rents, Security Agreement and Financing Statement dated
October 24, 2014;
(b) Amended and Restated Revolving Note dated March 30, 2017,
amending the Revolving Note dated October 24, 2014 made by
Overstock.com, Inc.to U.S. Bank National Association to the Loan
Agreement; and
amending the Revolving Note dated October 24, 2014 made by
Overstock.com, Inc.to U.S. Bank National Association to the Loan
Agreement; and
(c) Amended and Restated Revolving Note dated March 30, 2017,
amending the Revolving Note dated October 24, 2014 made by
Overstock.com, Inc.to Compass Bank to the Loan Agreement.
amending the Revolving Note dated October 24, 2014 made by
Overstock.com, Inc.to Compass Bank to the Loan Agreement.
The foregoing descriptions of or references to the First
Amendment and other agreements and instruments described above
are not complete and are qualified in their entirety by
reference to the full text of the relevant documents, copies of
which are filed as exhibits hereto and incorporated by
reference herein.
Amendment and other agreements and instruments described above
are not complete and are qualified in their entirety by
reference to the full text of the relevant documents, copies of
which are filed as exhibits hereto and incorporated by
reference herein.
U.S. Bank National Association or its affiliates have provided
and currently provide various commercial banking, lease
financing and related services to the Company, and are expected
to continue to do so. In addition to its relationship with
Compass Bank to the Loan Agreement, the Company is currently
considering establishing additional commercial banking
relationships with Compass Bank or one or more of its
affiliates.
and currently provide various commercial banking, lease
financing and related services to the Company, and are expected
to continue to do so. In addition to its relationship with
Compass Bank to the Loan Agreement, the Company is currently
considering establishing additional commercial banking
relationships with Compass Bank or one or more of its
affiliates.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of
Registrant.
Obligation under an Off-Balance Sheet Arrangement of
Registrant.
(a) The information provided under Item 1.01 of this Report on
Form 8-K is incorporated herein by reference to the extent
applicable.
Form 8-K is incorporated herein by reference to the extent
applicable.
Item 3.03 Material Modifications to Rights of Security Holders.
(b) The information provided or incorporated by reference under
Item 1.01 of this Report on Form 8-K, including without
limitation the information regarding (i) financial covenants
and other covenants and requirements of the Loan Agreement as
amended by the First Amendment, (ii) the Amended and Restated
Revolving Notes described in Item 1.01 and (iii) the Amendment
to Deed of Trust, Assignment of Rents, Security Agreement and
Financing Statement described or referenced in Item 1.01, and
all information regarding the rights of the parties to the Loan
Agreement as amended by the First Amendment or other agreements
described or referenced under Item 1.01, is incorporated herein
by reference to the extent applicable.
Item 1.01 of this Report on Form 8-K, including without
limitation the information regarding (i) financial covenants
and other covenants and requirements of the Loan Agreement as
amended by the First Amendment, (ii) the Amended and Restated
Revolving Notes described in Item 1.01 and (iii) the Amendment
to Deed of Trust, Assignment of Rents, Security Agreement and
Financing Statement described or referenced in Item 1.01, and
all information regarding the rights of the parties to the Loan
Agreement as amended by the First Amendment or other agreements
described or referenced under Item 1.01, is incorporated herein
by reference to the extent applicable.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibits
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*4.1
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First Amendment to Loan Agreement dated as of March
30, 2017 entered into by Overstock.com, Inc., O.com Land, LLC, U.S. Bank National Association and Compass Bank |
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*4.2
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Amended and Restated Revolving Note dated as of March
30, 2017 made by Overstock.com, Inc. to U.S. Bank National Association |
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*4.3
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Amended and Restated Revolving Note dated as of March
30, 2017 made by Overstock.com, Inc. to Compass Bank |
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*4.4
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Amendment to Deed of Trust, Assignment of Rents,
Security Agreement and Financing Statement dated as of March 30, 2017 made by O.com Land, LLC to First American Title Insurance Company, as trustee, for the benefit of U.S. Bank National Association, as Administrative Bank for the Banks identified in the Loan Agreement described therein |
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10.1
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First Amendment to Loan Agreement dated as of March
30, 2017 entered into by Overstock.com, Inc., O.com Land, LLC, U.S. Bank National Association and Compass Bank (incorporated by reference to exhibit 4.1 to this Form 8-K) |
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10.2
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Amended and Restated Revolving Note dated as of March
30, 2017 made by Overstock.com, Inc. to U.S. Bank National Association (incorporated by reference to exhibit 4.2 to this Form 8-K) |
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10.3
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Amended and Restated Revolving Note dated as of March
30, 2017 made by Overstock.com, Inc. to Compass Bank (incorporated by reference to exhibit 4.3 to this Form 8-K) |
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10.4
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Amendment to Deed of Trust, Assignment of Rents,
Security Agreement and Financing Statement dated as of March 30, 2017 made by O.com Land, LLC to First American Title Insurance Company, as trustee, for the benefit of U.S. Bank National Association, as Administrative Bank for the Banks identified in the Loan Agreement described therein (incorporated by reference to exhibit 4.4 to this Form 8-K) |
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* Filed herewith.
About Overstock.com, Inc. (NASDAQ:OSTK)
Overstock.com, Inc. is an online retailer offering a range of merchandise, including furniture, home decor, bedding and bath, houseware, jewelry and watches, apparel and designer accessories, health and beauty products, electronics and computers, and sporting goods, among other products. The Company operates through two segments: direct business and partner business. Its direct business includes sales made to individual consumers and businesses. For the Company’s partner business, it sells merchandise from manufacturers, distributors and other suppliers. The Company also sells books, magazines, compact discs (CDs), digital versatile discs (DVDs) and video games under books, movies, music and games (BMMG) category. It sells these products through its Internet Websites located at www.overstock.com, www.o.co and www.o.biz. The Company offers approximately 877,000 non-BMMG products and 1.1 million BMMG products. Overstock.com, Inc. (NASDAQ:OSTK) Recent Trading Information
Overstock.com, Inc. (NASDAQ:OSTK) closed its last trading session up +0.10 at 17.35 with 47,541 shares trading hands.
