REV Group, Inc. (NYSE:REV) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On April25, 2017, REV Group, Inc. (the Company), entered
into a revolving credit and guaranty agreement (the ABL
Agreement) providing for a senior secured asset-based
revolving credit facility (the ABL Facility) and a term
loan and guaranty agreement (the Term Loan Agreement)
providing for a $75.0 million senior secured term loan (the
Term Loan), the material terms of which are described in
more detail below.

ABL Facility

The ABL Agreement was entered into among the Company, as
Borrower, certain subsidiaries of the Company, as Guarantor
Subsidiaries, Ally Bank (Ally), as Administrative Agent
and Ally and BMO Harris Bank N.A., as Co-Collateral Agents, and
certain other lenders and agents party thereto.

The ABL Facility provides for revolving loans and letters of
credit in an aggregate amount of up to $350.0 million. The total
ABL Facility is subject to a $30.0 million sublimit for swing
line loans and a $35.0 million sublimit for letters of credit,
along with certain borrowing base and other customary
restrictions as defined in the ABL Agreement. The ABL Agreement
allows for incremental facilities in an aggregate amount of up to
$100.0 million, plus the excess, if any, of the borrowing base
then in effect over total commitments then in effect. Any such
incremental facilities are subject to receiving additional
commitments from lenders and certain other customary conditions.
The ABL Facility matures five years after the closing date.

All revolving loans under the ABL Facility bear interest at rates
equal to, at the Companys option, either a base rate plus an
applicable margin, or a Eurodollar rate plus an applicable
margin. Applicable interest rate margins are initially 0.75% for
all base rate loans and 1.75% for all Eurodollar rate loans (with
the Eurodollar rate having a floor of 0%), subject to adjustment
based on utilization in accordance with the ABL Agreement.
Interest is payable quarterly for all base rate loans, and is
payable monthly or quarterly for all Eurodollar rate loans.

The lenders under the ABL Facility have a first priority security
interest in substantially all accounts receivable and inventory
of the Company, and a second priority security interest in
substantially all other assets of the Company.

The Company may prepay principal, in whole or in part, at any
time without penalty.

The ABL Agreement contains customary representations and
warranties, affirmative and negative covenants, subject in
certain cases to customary limitations, exceptions and
exclusions. The ABL Agreement also contains certain customary
events of default. The occurrence of an event of default under
the ABL Facility could result in the termination of the
commitments under the ABL Facility and the acceleration of all
outstanding borrowings under it. The ABL Agreement requires the
Company to maintain a minimum fixed charge coverage ratio of 1.00
to 1.00 during certain compliance periods as specified in the ABL
Agreement.

Term Loan

The Term Loan Agreement was entered into among the Company, as
Borrower, certain subsidiaries of the Company, as Guarantor
Subsidiaries, Ally, as Administrative Agent and Collateral Agent,
and certain other lenders and agents party thereto.

The Term Loan Agreement allows for incremental facilities in an
aggregate amount of up to $125.0 million. Any such incremental
facilities are subject to receiving additional commitments from
lenders and certain other customary conditions. The Term Loan
will amortize at a rate of 1.00%per year, and will mature five
years after the closing date.

Applicable interest rate margins for the Term Loan are initially
2.50% for base rate loans and 3.50% for Eurodollar rate loans
(with the Eurodollar rate having a floor of 1.00%). Interest is
payable quarterly for all base rate loans, and is payable monthly
or quarterly for all Eurodollar rate loans.

The Company may voluntarily prepay principal, in whole or in
part, at any time, without penalty. Beginning in the fiscal year
ended on or about October31, 2018, the Company is obligated to
prepay certain amounts based on the Companys Excess Cash Flow, as
defined in the Term Loan Agreement. The Term Loan is also subject
to mandatory prepayment if the Company or any of its restricted
subsidiaries receives proceeds from certain events, including
certain asset sales and casualty events, and the issuance of
certain debt and equity interests.

The Term Loan Agreement contains customary representations and
warranties, affirmative and negative covenants, in each case,
subject to customary limitations, exceptions and exclusions. The
Term Loan Agreement also contains certain customary events of
default. The Term Loan Agreement requires the Company to maintain
a specified secured leverage ratio, which will be tested
quarterly and become more restrictive over the term of the Term
Loan.

The foregoing descriptions of the ABL Agreement and the Term Loan
Agreement do not purport to be complete and are qualified in
their entirety by reference to the ABL Agreement and the Term
Loan Agreement, which are filed with this Current Report as
Exhibits 10.1 and 10.2, respectively.

Concurrently with the closing of the ABL Facility and the Term
Loan on April25, 2017, the Company repaid its existing senior
secured revolving credit facility and repaid all outstanding
loans and obligations thereunder in full.

The information set forth in Item1.01 is incorporated by
reference into this Item2.03.

On April25, 2017, the Company completed the purchase of all of
the common stock of FFA Holdco, Inc. (the Acquisition), to
a Stock Purchase Agreement, dated April25, 2017, by and among the
Company, the stockholders of FFA Holdco, Inc. and Benjamin W.
Yarbrough, as Seller Representative.

The Company issued a press release announcing the acquisition,
which is attached as Exhibit 99.1 to this Current Report on Form
8-K and incorporated by reference herein.

(d) Exhibits

About REV Group, Inc. (NYSE:REV)

Revlon, Inc. manufactures, markets and sells around the world a range of beauty and personal care products, including color cosmetics, hair color, hair care and hair treatments, as well as beauty tools, men’s grooming products, anti-perspirant deodorants, fragrances, skincare and other beauty care products. The Company operates through four segments: Consumer, which includes cosmetics, hair color and hair care, beauty tools, anti-perspirant deodorants, fragrances and skincare products; Professional, which includes a line of products sold to hair and nail salons, and professional salon distributors, including hair color, shampoos, conditioners, styling products, nail polishes and nail enhancements; Elizabeth Arden, which include Elizabeth Arden, which produces skin care, color cosmetics and fragrances under the Elizabeth Arden brand and Other, which includes the distribution of prestige, designer and celebrity fragrances, cosmetics and skincare products.

REV Group, Inc. (NYSE:REV) Recent Trading Information

REV Group, Inc. (NYSE:REV) closed its last trading session up +0.45 at 26.15 with 77,683 shares trading hands.