VERSAR, INC. (NYSEMKT:VSR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
together with certain of its domestic subsidiaries acting as
guarantors (collectively, the Guarantors), entered into a First
Amendment and Waiver (the Amendment) to the loan agreement (the
Loan Agreement) dated as of September 30, 2015 with Bank of
America, N.A. (the Lender), as the lender and letter of credit
issuer for a revolving credit facility in the amount of
$25,000,000 and a term facility in the amount $5,000,000. The
proceeds from the two facilities were used to repay amounts
outstanding under Versars Second Amended and Restated Loan and
Security Agreement with United Bank and to pay the purchase price
for the acquisition of the entity now known as Versar Security
Systems, LLC.
default, and reduces the revolving facility to $13,000,000. The
interest rate on borrowings under the revolving facility and the
term facility will accrue at the LIBOR Daily Floating Rate plus
5.00%. The Amendment amends the Loan Agreement to reduce the
consolidated asset coverage ratio covenant, and adds a covenant
requiring Versar to maintain certain minimum quarterly
consolidated EBITDA amounts (as defined in the Amendment). The
Amendment also eliminates the Loan Agreement covenants requiring
maintenance of a required consolidated total leverage ratio,
consolidated fixed charge coverage ratio, and consolidated senior
leverage ratio.
regarding the use of cash collateral and other cash received to
satisfy outstanding obligations under the Loan Agreement, the
Amendment suspends all amortization payments under the term
facility such that the entire amount of the term facility shall
be due and payable on September 30, 2017. The original maturity
date under the Loan Agreement was September 30, 2018. As
consideration for the Amendment and the waiver of the existing
events of default, Versar agrees to pay an amendment fee of .5%
of the aggregate principal amount of the term facility
outstanding as of November 30, 2016 plus the commitments under
the revolving facility in effect as of the same date, which fee
is due and payable on the earlier of a subsequent event of
default or August 30, 2017.
with the Lender and continues the requirements to engage with a
strategic financial advisor to assist with the structuring and
consummation of a transaction the purpose of which will be the
replacement or repayment in full of all obligations under the
Loan Agreement and retain a Chief Restructuring Officer in
providing assistance to Versar.
qualified in its entirety by the actual terms of the Amendment
which are attached hereto and incorporated by reference as
Exhibit 10.1.
|
10.1
|
First Amendment and Waiver dated as of December 9, 2016,
by and among Versar, Inc. and Bank of America, N.A. as lender and l/c issuer. |
About VERSAR, INC. (NYSEMKT:VSR)
Versar, Inc. is a global project management company providing solutions to government and commercial clients primarily in three business segments: Engineering and Construction Management (ECM), Environmental Services (ESG), and Professional Services (PSG). The Company also provides tailored solutions in harsh environments and offers specialized abilities for classified projects and hazardous materials management. ECM performs Title I Design Services, Title II Construction Management Services and Title III Construction Services. ESG provides full service environmental solutions for project life cycles ranging from a few weeks to more than 15 years in duration and includes Remediation, Compliance, Natural Resources, Cultural Resources, and Unexploded Ordnance/Military Munitions Response Program (UXO/MMRP) Technical Service Areas (TSAs). PSG provides onsite environmental management, planning and engineering services to the Department of Defense (DOD) installations. VERSAR, INC. (NYSEMKT:VSR) Recent Trading Information
VERSAR, INC. (NYSEMKT:VSR) closed its last trading session down -0.01 at 1.40 with 31,759 shares trading hands.
