16. Subsequent Events

Quarterly Dividend Declaration

On June 15, 2016, the Board of Directors of the Company declared a cash dividend of $0.10 per share that will be paid on July 15, 2016 to holders of the Company’s common stock of record at the close of business on June 27, 2016. The declaration and payment of future dividends under the quarterly dividend policy will be at the discretion of the Board of Directors and will depend upon many factors, including the Company’s earnings, capital requirements, financial conditions, the terms of the Company’s indebtedness and other factors that the Board of Directors may deem to be relevant. The Board may amend, revoke or suspend the dividend policy at any time and for any reason.

New Credit Agreement

On June 15, 2016, the Company entered into a new senior secured $400 million Credit Agreement (the “New Credit Agreement”) with a syndicate of banks and Wells Fargo Bank, National Association as administrative agent ( to provide for enhanced financial flexibility and in recognition of the accelerated pace of the Legacy Hay Group integration). The New Credit Agreement provides for, among other things: (a) a new senior secured term loan facility in an aggregate principal amount of $275 million (the “New Term Facility”); (b) a new senior secured revolving credit facility (the “New Revolver” and together with the New Term Facility, the “New Credit Facilities”) in an aggregate principal amount of $125 million, (c) annual term loan amortization of 7.5%, 7.5%, 10.0%, 10.0%, and 10.0%, with the remaining principal due at maturity (d) certain customary affirmative and negative covenants, including a maximum consolidated total leverage ratio (as defined below) and a minimum interest coverage ratio, and (e) an expanded definition of permitted add-backs to Adjusted EBITDA in recognition of the accelerated integration actions referenced above. The Company drew down $275 million on the new term loan and used $140 million of the proceeds to pay-off the term loan that was outstanding as of April 30, 2016. The remaining funds will be used for working capital and general corporate purposes. Principal payments under the New Term Facility are as follows:


Year Ending April 30,	Principal Payments on New Term Loan
	(in thousands)
2017	$	15,469
2018		20,625
2019		25,781
2020		27,500
2021		27,500
Thereafter		158,125

	$	275,000

At the Company’s option, loans issued under the New Agreement will bear interest at either LIBOR or an alternate base rate, in each case plus the applicable interest rate margin. The interest rate applicable to loans outstanding under the New Credit Facilities may fluctuate between LIBOR plus 1.25% per annum to LIBOR plus 2.00% per annum, in the case of LIBOR borrowings (or between the alternate base rate plus 0.25% per annum and the alternate base rate plus 1.00% per annum, in the alternative), based upon the Company’s total funded debt to adjusted EBITDA ratio (as set forth in the New Credit Agreement, the “consolidated leverage ratio”) at such time. In addition, the Company will be required to pay to the lenders a quarterly fee ranging from 0.20% to 0.35% per annum on the average daily unused amount of the New Term Facility, based upon the Company’s consolidated leverage ratio at such time, and fees relating to the issuance of letters of credit.

Both the New Revolver and the New Term Facility mature on June 15, 2021 and may be prepaid and terminated early by the Company at any time without premium or penalty (subject to customary LIBOR breakage fees).