SUMMER INFANT,INC. (NASDAQ:SUMR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On October16, 2017, Summer Infant,Inc. (the “Company”) and its subsidiaries, Summer Infant (USA),Inc., Summer Infant Canada, Limited and Summer Infant Europe Limited (collectively, the “Summer Entities”), entered into an amendment and waiver (the “Loan Amendment”) to that certain Amended and Restated Loan and Security Agreement, originally dated as of April21, 2015, among the Summer Entities, Bank of America, N.A., as agent, certain financial institutions party to the agreement from time to time as lenders, and Merrill Lynch, Pierce, Fenner& Smith Incorporated, as sole lead arranger and sole book runner (as amended on December10, 2015, May24, 2016 and February17, 2017, the “Loan Agreement”).
The parties entered into the Loan Amendment as a result of the bankruptcy filing by Toys “R” Us,Inc. on September18, 2017. Under the terms of the Loan Agreement, all rights to payment owing to the Company from Toys “R” Us for goods sold no longer constituted Eligible Accounts (as such term is defined in the Loan Agreement) because of the Toys “R” Us bankruptcy filing, and as a result the aggregate revolver loans under the Loan Agreement exceeded the applicable revolver borrowing base under the Loan Agreement requiring overadvances to be made under the Loan Agreement.
to the Loan Amendment, the lenders waived any violations of the Loan Agreement that may have occurred as a result of the overadvances, and certain provisions of the Loan Agreement were amended to provide additional flexibility to the Company in light of the Toys “R” Us bankruptcy filing, including:
· an amendment to the definition of “Revolver Borrowing Base” to include a temporary overadvance amount to be added into the calculation of the Revolver Borrowing Base; and
· amendments to the maximum leverage ratio for the fiscal quarters ending September30 and December30, 2017.
The foregoing summary of the Loan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Amendment, a copy of which is filed herewith as Exhibit10.1 and is incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition.
On October20, 2017, the Company issued a press release regarding the Loan Amendment and the expected impact of the Toys “R” Us bankruptcy on the Company’s financial performance in the third quarter of 2017. A copy of the press release is attached as Exhibit99.1 to this Current Report on Form8-K.
The information in Item 2.02 and Exhibit99.1 of this Current Report on Form8-K shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Number
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Description
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10.1
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Fourth Amendment and Waiver to Amended and Restated Loan and Security Agreement, dated as of October16, 2017, among Summer Infant,Inc. and Summer Infant (USA) Inc., as Borrowers, Summer Infant Canada, Limited and Summer Infant Europe Limited, as Guarantors, Certain Financial Institutions as Lenders and Bank of America, N.A as Agent.
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99.1
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Press release dated October20, 2017.
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Summer Infant, Inc. ExhibitEX-10.1 2 a17-24133_1ex10d1.htm EX-10.1 Exhibit 10.1 Execution Version FOURTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This FOURTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Amendment) is dated as of October 16,…To view the full exhibit click here
About SUMMER INFANT,INC. (NASDAQ:SUMR)
Summer Infant, Inc. (Summer) is an infant and juvenile products company. The Company creates branded juvenile safety and infant care products (targeted for ages 0 to 3 years) that are focused to deliver a range of parenting solutions to families. It markets over 1,100 products in various product categories, including monitoring, safety, nursery, baby gear and feeding products. Its Anchor products in range product categories include monitoring, such as Wireless Fidelity (Wi-Fi)/Internet, video, audio and prenatal; safety, including gates, bath, potties, boosters, super seats, entertainers and infant massage; nursery, such as swaddle, travel accessories, safe sleep and soothers; baby gear, including strollers, bassinets, high chairs and playards, and feeding products, such as bottles, drinking cups, bibs and placemats, electronics and pacifiers. The Company’s portfolio of brands, under which it markets all of its products, includes Summer Infant, Born Free, SwaddleMe and Kiddopotamus.