Universal Logistics Holdings, Inc. (NASDAQ:ULH) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Revolving Credit and Security Agreement
On February 2, 2018, the Company’s applicable borrowing subsidiaries entered into Amendment No. 5 (the “Amendment”) to the Revolving Credit and Security Agreement (as amended, the “Credit Agreement”) with PNC Bank National Association (“PNC”).
The Amendment modified the Credit Agreement to add Fore as an additional borrower and allow for advances of up to $125,000,000.The Amendment also increased the applicable account advance percentage, as defined in the Amendment, through July 1, 2019.During the period of increased availability, an increased interest rate margin applies; however, the Company may elect at any time to reduce the increased availability.
On February 2, 2018, the Company’s applicable borrowing subsidiaries borrowed an additional $17,800,000 under the Credit Agreement and, after giving effect to the borrowing, the total principal balance outstanding was $84,164,000.
The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment, which is filed as Exhibit 10.1 and is incorporated by reference into this report.
Real Estate Credit Agreement
On February 1, 2018, UTSI Finance, Inc. (“Borrower”) entered into a loan and financing agreement (the “Loan Agreement”) with Flagstar Bank (“Flagstar”) and, in connection with the Loan Agreement, executed and delivered a promissory note (the “Secured Note”) and commercial mortgage (the “Mortgage”). Under the Loan Agreement, Flagstar loaned $7,170,000 to Borrower in order for Borrower to purchase all of the membership interests of Apa Holdings, LLC.The Secured Note bears interest at a rate of LIBOR plus 2.25% and will be repaid in consecutive monthly installment payments of principal and accrued interest beginning March 5, 2018. The Secured Note matures on February 1, 2028. As security for Borrower’s obligations under the Loan Agreement, Borrower granted to Flagstar a first priority mortgage on the acquired company’s owned real estate to the Mortgage. Borrower may prepay all or a portion of the Secured Note, plus applicable breakage charges and fees. The Loan Agreement also contains customary affirmative and negative covenants and events of default, and it requires Borrower to maintain a debt service coverage ratio of not less than 1.02:1.
The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Loan Agreement, Secured Note and Mortgage, which are filed as Exhibits 10.2, 10.3 and 10.4, respectively, and incorporated by reference into this current report.
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 under Item 1.01 of this current report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 8.01 Other Event.
On February 2, 2018, the Company issued a press release announcing the acquisition of Fore Transportation, Inc.A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit No. |
Description |
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10.1 |
Amendment No. 5 to the Revolving Credit and Security Agreement dated as of February 2, 2018 among Universal Truckload, Inc., Universal Dedicated, Inc., Mason Dixon Intermodal, Inc., Logistics Insight Corp., Universal Logistics Solutions International, Inc., Universal Specialized, Inc., Cavalry Logistics, LLC and Universal Management Services, Inc., and PNC Bank, National Association, as lender and as agent. |
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10.2 |
Loan and Financing Agreement dated as of February 1, 2018 between UTSI Finance and Flagstar. |
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10.3 |
Promissory Note dated as of February 1, 2018 by UTSI Finance in favor of Flagstar. |
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10.4 |
Commercial Mortgage dated as of February 1, 2018 between UTSI Finance and Flagstar. |
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99.1 |
Press Release dated February 2, 2018 announcing the Company’s acquisition of Fore Transportation, Inc. |
UNIVERSAL LOGISTICS HOLDINGS, INC. ExhibitEX-10.1 2 ulh-ex101_7.htm EXHIBIT-10.1 ulh-ex101_7.htm Exhibit 10.1 AMENDMENT NO. 5 to REVOLVING CREDIT AND SECURITY AGREEMENT THIS AMENDMENT NO. 5 TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of February 2,…To view the full exhibit click here
About Universal Logistics Holdings, Inc. (NASDAQ:ULH)
Universal Logistics Holdings, Inc., formerly Universal Truckload Services, Inc., is an asset-light provider of transportation and logistics solutions across the United States, Mexico, Canada and Colombia. The Company operates through two segments: the transportation segment and the logistics segment. The Company’s operations aggregated in the transportation segment are associated with individual freight shipments coordinated by its agents, company-managed terminals and specialized services operations. The Company’s operations aggregated in the logistics segment delivers value-added services and transportation services to specific customers, pursuant to contract terms of approximately one year or longer. Other operating segments consist of the Company’s subsidiaries that provide support services to other subsidiaries and to owner-operators, including shop maintenance and equipment leasing. The Company owns approximately 20 terminal yards and other properties.