Rand Logistics, Inc. (NASDAQ:RLOG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
First Lien Credit Agreement Amendment and
Waiver
On June 1, 2017, the Company and its subsidiaries entered in to
an Amendment No. 4 and Waiver to Credit Agreement (the First Lien
Waiver) to the Credit Agreement, dated as of March 27, 2015, as
amended (the First Lien Credit Agreement), with Bank of America,
N.A., in its capacity as agent and lender (the First Lien Agent),
and certain other lenders party thereto, to which the lenders
under the First Lien Credit Agreement waived, during the First
Lien Waiver Period (as defined below), the Companys failure to
deliver its audited financial statements for the fiscal year
ending March 31, 2017 by May 31, 2017 (the Specified Default).
The First Lien Waiver Period ends on the earliest to occur of (i)
any Event of Default (other than the Specified Default) under the
First Lien Credit Agreement or the Second Lien Credit Agreement
(as defined below), (ii) the commencement of any legal proceeding
by any of the Credit Parties which would enjoin the First Lien
Agent or lenders from enforcing their rights under the First Lien
Wavier, (iii) three (3) business days following the termination
of negotiations among the Credit Parties and the Second Lien
Lender (as defined below) of a potential recapitalization
transaction involving the Company (the terms of which have not
yet been proposed by the Company or the Second Lien Lender) and
(iv) June 14, 2017.
The First Lien Waiver, among other things, further provides for
(i) enhanced or new restrictions on certain Company activities
not in the ordinary course of business, including with respect to
consummating a merger or sale, making certain intercompany
payments, or incurring new liens or indebtedness (other than
under the First Lien Credit Agreement), (ii) continuation of
certain rights of the First Lien Agent applicable during an Event
of Default during the First Lien Waiver Period (notwithstanding
waiver of the Specified Default), including with respect to (a)
reimbursement of fees and expenses, (b) entitlement to default
interest and (c) enhanced entitlement to Company access and
reporting, and (iii) restrictions on the Company’s right to
designate a LIBOR based interest rate for new loans under the
First Lien Credit Agreement. Finally, the First Lien Waiver
provides for an Event of Default under the First Lien Credit
Agreement if the Company shall not have agreed to a
recapitalization transaction with the Second Lien Lender by June
30, 2017, on terms reasonably satisfactory to the First Lien
Agent.
Second Lien Credit Agreement Amendment and
Waiver
On June 1, 2017, the Company and its subsidiaries entered in to a
Fifth Amendment and Waiver to Credit Agreement (the Second Lien
Waiver) to the Term Loan Credit Agreement, dated as of March 11,
2014, as amended (the Second Lien Credit Agreement), with
Guggenheim Corporate Funding, LLC, as agent, and Lightship
Capital LLC, as lender (the Second Lien Lender), to which the
Second Lien Lender waived, during the Second Lien Waiver Period
(as defined below), the Companys failure to deliver its audited
financial statements for the fiscal year ending March 31, 2017 by
May 31, 2017 (the Specified Default). The Second Lien Waiver
Period ends on the earliest to occur of (i) any Event of Default
(other than the Specified Default) under the First Lien Credit
Agreement or the Second Lien Credit Agreement, (ii) the
commencement of any legal proceeding by any of the Credit Parties
which would enjoin the Second Lien Lender from enforcing its
rights under the Second Lien Wavier, (iii) three (3) business
days following the termination of negotiations among the Credit
Parties and the Second Lien Lender of a potential
recapitalization transaction involving the Company, the terms of
which have not yet been proposed by the Company or the Second
Lien Lender and (iv) June 14, 2017.
The Second Lien Wavier, among other things, further provides for
(i) enhanced or new restrictions on certain Company activities
not in the ordinary course of business, including with respect to
consummating a merger or sale, making certain intercompany
payments, or incurring new liens or indebtedness (other than
under the First Lien Credit Agreement), (ii) extension of certain
rights of the Agent applicable during an Event of Default during
the Second Lien Waiver Period to the Second Lien Lender and
continuation of certain of such rights during the Second Lien
Waiver Period (notwithstanding waiver of the Specified Default),
including with respect to (a) reimbursement of fees and expenses,
(b) entitlement to default interest and (c) enhanced entitlement
to Company access and reporting, and (iii) restrictions on the
Company’s right to designate a LIBOR based interest rate for new
loans under the Second Lien Credit Agreement. Finally, the Second
Lien Waiver provides for an Event of Default under the Second
Lien Credit Agreement if the Company shall not have agreed to a
recapitalization transaction with the Second Lien Lender by June
30, 2017.
The disclosure herein regarding the First Lien Waiver and the
Second Lien Waiver does not purport to be complete and is
qualified in its entirety to the full text of the First Lien
Waiver and the Second Lien Waiver, which are filed as exhibits
10.1 and 10.2 hereto and incorporated herein by reference. In
addition, any defined terms used in the foregoing summaries which
are not otherwise defined have the meaning given to such terms in
the First Lien Credit Agreement and Second Lien Credit Agreement,
respectively.
Item 2.04. Triggering Events That Accelerate or Increase
a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.
The disclosure under Item 1.01 above is incorporated by reference
in this Item 2.04.
The occurrence of certain events, which under the First Lien
Waiver and Second Lien Waiver would result in the reinstatement
of an Event of Default under the First Lien Credit Agreement and
Second Lien Credit Agreement, as applicable, including
termination of the applicable Waiver Termination Date on June 14,
2017, is certain to occur. In addition, certain actions required
under the First Lien Waiver and Second Lien Waiver in order to
avoid a further or additional Event of Default under the First
Lien Credit Agreement and Second Lien Credit Agreement, as
applicable, including that the Company and the Second Lien Lender
agree to the terms of a recapitalization transaction, are not
entirely within the Company’s control. As such, the Company
anticipates additional Events of Default to arise under both the
First Lien Credit Agreement and Second Lien Credit Agreement
until such time as the parties to such agreements, particularly
the Company and the Second Lien Lender, have agreed to the terms
of, and implemented, a recapitalization transaction that
addresses the Company’s financial, liquidity and operating needs
and requirements. The Company also anticipates that an additional
Event of Default will occur upon delivery of its audited
financial statements for the fiscal year ending March 31, 2017 as
a result of the application of certain accounting procedures that
will require the Company’s long-term indebtedness to be
reclassified as short-term indebtedness, and the inclusion of a
qualified audit opinion as a result thereof. The Company intends
to pursue additional waivers with respect to any such further or
additional Events of Default and believes that such waivers will
be forthcoming from the applicable lenders provided the Company
continues to maintain satisfactory financial and operating
performance and no other unrelated Events of Defaults occur under
the applicable credit agreements; however, the lenders under such
credit agreements are not obligated in any respect to provide any
such further or additional waivers, and, accordingly, no
assurance can made that any such further or additional waiver
will be obtained. Failure to obtain a waiver or other
accommodation from the Company’s lenders in the event of a
default under the Company’s credit facilities would likely have
a material adverse effect on the Company and its business,
operations and financial performance and viability.
Cautionary Note Regarding Forward-Looking
Statements.
This Form 8-K contains forward-looking statements which reflect
managements current views with respect to certain future events
and the Companys prospects, operations, performance and financial
condition. Such forward-looking statements speak only as of the
date of this Form 8-K and the Company will not be required to
amend or update such statements at any time in the future.
Forward-looking statements include, but are not limited to: the
Companys ability to obtain further or additional waivers of
defaults from its lenders; and Rand’s future operating and
financial results and ability to remain in compliance with debt
covenants. For all forward-looking statements, the Company claims
the protection of the Safe Harbor for Forward-Looking Statements
contained in the Private Securities Litigation Reform Act of
1995. Forward-looking statements are inherently subject to risks
and uncertainties, many of which cannot be predicted with
accuracy or are otherwise beyond the Company’s control and some
of which might not even be anticipated. Future events and actual
results could differ materially from those described in or
contemplated by the forward-looking statements. Important factors
that contribute to such risks include, but are not limited to,
successful execution of the Company’s business plan, adequacy of
capital resources, and the ability to comply with or obtain
waivers with respect to non-compliance with the terms of the
Company’s debt facilities. The risks included are not
exhaustive; for a more detailed description of these
uncertainties and other factors, see the Risk Factors section in
the Company’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission on June 16, 2016, and in the
Companys Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 10, 2016.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 10.1 |
Amendment No. 4 and Waiver to Credit Agreement, dated as of May 31, 2017, by and among Lower Lakes Towing Ltd., Lower Lakes Transportation Company, Grand River Navigation Company, Inc., Black Creek Shipping Company, Inc., as borrowers, Bank of America, N.A., as agent, and the lenders party thereto. |
| 10.2 |
Fifth Amendment and Waiver to Credit Agreement, dated as of May 31, 2017, by and among Lower Lakes Towing Ltd., Grand River Navigation Company, Inc., Black Creek Shipping Company, Inc., as the credit parties, Guggenheim Corporate Funding, LLC, as agent, and Lightship Capital LLC, as the lender. |
About Rand Logistics, Inc. (NASDAQ:RLOG)
Rand Logistics, Inc. is a shipping company that, through its operating subsidiaries, is engaged in the operation of bulk carriers on the Great Lakes. The Company’s shipping business is operated in Canada by Lower Lakes Towing Ltd. (Lower Lakes Towing) and in the United States by Lower Lakes Transportation Company (Lower Lakes Transportation). The Company transports construction aggregates, salt, grain, coal, iron ore, and other dry bulk commodities for customers in the construction, electric utility, food, and integrated steel industries. Lower Lakes’ fleet consists of approximately six self-unloading bulk carriers and over four conventional bulk carriers in Canada and approximately six self-unloading bulk carriers in the United States, including over three articulated tug and barge units. Lower Lakes Towing owns approximately nine Canadian vessels and Lower Lakes Towing (17) Ltd. (Lower Lakes (17)) owns the tenth Canadian vessel. Rand Logistics, Inc. (NASDAQ:RLOG) Recent Trading Information
Rand Logistics, Inc. (NASDAQ:RLOG) closed its last trading session down -0.050 at 0.560 with 19,167 shares trading hands.