Superior Uniform Group, Inc. (NASDAQ:SGC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.      Entry Into a Material Definitive Agreement.

Superior Uniform Group, Inc., a Florida corporation (the “Company”), and certain of the Company’s subsidiaries entered into a Credit Agreement, dated February 28, 2017 (the “Credit Agreement”), with Branch Banking & Trust Company, a North Carolina banking corporation (the “Lender”), to which the Lender is providing the Company a revolving credit facility in the maximum principal amount of $35.0 million and a term loan in the principal amount of $42.0 million (collectively, the “Credit Facilities”). The revolving credit facility has a term of five years and the term loan matures in February 2024. The Credit Facilities have a variable interest rate of LIBOR plus 0.75%.

The Credit Agreement contains customary events of default and negative covenants, including but not limited to those governing indebtedness, liens, fundamental changes, investments, restricted payments, and sales of assets. The Credit Agreement also requires the Company to comply with a fixed charge coverage ratio of at least 1.25 to one and a funded debt to EBITDA ratio not to exceed 4.0 to one. The Credit Facilities are secured by substantially all of the operating assets of the Company as collateral, and the Company’s obligations under the Credit Facilities are guaranteed by all of its domestic subsidiaries. The Company’s obligations under the Credit Facilities are subject to acceleration upon the occurrence of an event of default as defined in the Credit Agreement.

The Credit Agreement replaces the Third Amended and Restated Credit Agreement, dated March 8, 2016, among Fifth Third Bank, N.A., as lender, the Company, as borrower, and other loan parties from time to time party thereto (the “Prior Agreement”).

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 1.02.     Termination of a Material Definitive Agreement.

On February 28, 2017, in connection with entering into the Credit Agreement as disclosed in Item 1.01 of this Current Report on Form 8-K, the Company terminated the Prior Agreement, which consisted of a $20.0 million revolving credit facility and a $45.0 million term loan facility. The term loan facility under the Prior Agreement was scheduled to mature on March 8, 2021 and the revolving credit facility under the Prior Agreement was scheduled to mature on March 8, 2021, both of which were repaid in full on February 28, 2017 with proceeds of the Credit Facilities. The other material terms and conditions of the Prior Agreement were substantially similar to the material terms and conditions of the Credit Agreement. The Company did not incur any termination penalties in connection with the early termination of the Prior Agreement.

The lender under the Prior Agreement (the “Prior Lender”) has provided commercial lending and advisory services for the Company, its subsidiaries and their respective affiliates, from time to time, for which it has received customary fees and expenses. The Prior Lender may, from time to time, engage in transactions with, and perform services for, the Company, its subsidiaries and their respective affiliates in the ordinary course of their business.

Item 2.03.     Creation of a Direct Financial Obligation.

As described in Item 1.01 above, on February 28, 2017, the Company entered into the Credit Agreement with the Lender. 

The material terms of the Credit Agreement are as reported in Item 1.01 above and are incorporated herein by reference to Item 1.01 and to the Credit Agreement attached hereto as Exhibit 10.1.

Item 9.01.     Financial Statements and Exhibits.

(d)               Exhibits:

10.1            Credit Agreement, dated February 28, 2017, among Branch Banking &Trust Company, as lender, and Superior Uniform Group, Inc., as borrower, and each other loan party from time to time party thereto, and the exhibits thereto. 

About Superior Uniform Group, Inc. (NASDAQ:SGC)

Superior Uniform Group, Inc. (Superior) manufactures and sells a range of uniforms, corporate identity apparel, career apparel and accessories for the medical and health fields, as well as for the industrial, commercial, leisure and public safety markets. Superior operates through two segments: Uniforms and Related Products, and Remote Staffing Solutions. The Uniforms and Related Products segment consists of the sale of uniforms and related items. Its principal products are uniforms and service apparel, and related products for personnel of hospitals and health facilities; hotels, commercial buildings, residential buildings and food service facilities; retail stores; general and special purpose industrial uses; commercial enterprises, such as career apparel for banks and airlines; public and private safety and security organizations, and for miscellaneous service uses. The Remote Staffing Solutions segment consists of sales of staffing solutions.

Superior Uniform Group, Inc. (NASDAQ:SGC) Recent Trading Information

Superior Uniform Group, Inc. (NASDAQ:SGC) closed its last trading session 00.00 at 18.72 with 28,008 shares trading hands.