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Subsequent Events
6 Months Ended
Jun. 30, 2022
Subsequent Events.  
Subsequent Events

Note 16—Subsequent Events

Acquisition of PLH

On August 1, 2022, we closed on the PLH acquisition. For more details, see Note 4— “Acquisitions”.

Amended and Restated Credit Agreement

On August 1, 2022, we entered into the Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with CIBC Bank USA, as administrative agent (the “Administrative Agent”) and co-lead arranger, and the financial parties thereto (collectively, the “Lenders”), amending and restating the Credit Agreement to increase the Term Loan by $439.5 million to an aggregate principal amount of $945.0 million (the “New Term Loan”) and to extend the maturity date of the Credit Agreement from January 15, 2026 to August 1, 2027.

In addition to the New Term Loan, the Amended Credit Agreement increased the existing $200.0 million Revolving Credit Facility, whereby the Lenders agreed to make loans on a revolving basis from time to time and to issue letters of credit, to $325.0 million. At August 1, 2022, there was $125.0 million of outstanding borrowings under the Revolving Credit Facility, commercial letters of credit outstanding were $29.3 million, and available borrowing capacity was $170.7 million.

Under the Amended Credit Agreement, we must make quarterly principal payments on the New Term Loan in an amount equal to approximately $11.8 million, with the balance due on August 1, 2027. The first principal payment will be due on September 30, 2022.

The proceeds from the New Term Loan and additional borrowings under the Revolving Credit Facility were used to finance the acquisition of PLH.

The principal amount of all loans under the Amended Credit Agreement will bear interest at either: (i) SOFR plus an applicable margin as specified in the Amended Credit Agreement (based on our net senior debt to EBITDA ratio as defined in the Amended Credit Agreement), or (ii) the Base Rate (which is the greater of (a) the Federal Funds Rate plus 0.50% or (b) the prime rate as announced by the Administrative Agent) plus an applicable margin as specified in the Amended Credit Agreement. Quarterly non-use fees, letter of credit fees and administrative agent fees are payable at rates specified in the Amended Credit Agreement.

The principal amount of any loan drawn under the Amended Credit Agreement may be prepaid in whole or in part at any time, with a minimum prepayment of $5.0 million.

Loans made under the Amended Credit Agreement are secured by our assets, including, among others, our cash, inventory, equipment (excluding equipment subject to permitted liens), and accounts receivable. Certain of our domestic subsidiaries have issued joint and several guaranties in favor of the Lenders for all amounts under the Amended Credit Agreement.

The Amended Credit Agreement contains various restrictive and financial covenants including, among others, a net senior debt/EBITDA ratio and minimum EBITDA to cash interest ratio. In addition, the Amended Credit Agreement includes restrictions on investments, change of control provisions and provisions in the event we dispose of more than 20% of our total assets.