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Subsequent Events
12 Months Ended
Dec. 31, 2018
Subsequent Events  
Subsequent Events

21.    Subsequent Events

New Credit Agreements Amendments

On April 17, 2019, the Company entered into the first amendment and waiver (the “1L Amendment”) to the First Lien Credit Agreement to, among other things: (i) increase the aggregate commitments under the New Revolving Facility under the First Lien Credit Agreement from $150.0 million aggregate principal amount to $200.0 million; (ii) increase the amount of the permitted securitization facility under the RPA from $550.0 million to $600.0 million; (iii) increase the borrowing base of the First Lien Credit Agreement as set forth in the 1L Amendment; and (iv) amend and restate the Company’s consolidated fixed charge ratio covenant.

On April 17, 2019, the Company entered into the first amendment and waiver (the “2L Amendment”) to the Second Lien Credit Agreement to, among other things, increase the amount of amount of indebtedness under the First Lien Credit Agreement from $795.0 million to $845.0 million.

In connection with the 1L Amendment, the Company paid the lenders under the New Revolving Facility a fee of $1.5 million. Also, on or around April 15, 2019, the Company received consents under the First Lien Credit Agreement, the Second Lien Credit Agreement and under the RPA to, among other things, extend the deadline for the Company to complete and publicly file its 2018 year-end financial statements until May 15, 2019.

RPA/PSA Amendments

On April 25, 2019, the Company entered an amendment to its trade receivables securitization facility (the “Receivables Facility”) pursuant to (i) an amendment to (the “PSA Amendment”) the PSA and (ii) an amendment to (the “RPA Amendment”) the RPA.

Under the terms of the PSA Amendment, the Originators sell or contribute certain of their trade accounts receivable, related collections and security interests (the “Receivables”) to Spring on a revolving basis. Under the terms of the RPA Amendment, Spring sells to the Purchasers an undivided ownership interest in the Receivables for up to $600 million in cash proceeds, an increase of $150 million.

Ross Separation Agreement

Mr. Ross ceased to serve as Chief Financial Officer of the Company, effective November 5, 2018. Mr. Ross remained an employee of the Company until January 4, 2019. On April 9, 2019, the Company and Mr. Ross entered into a separation agreement and release, effective as of April 16, 2019 (the “Ross Separation Agreement”), whereby Mr. Ross will receive certain separation payments and includes customary waiver and release provisions. The entry into the Separation Agreement effectively terminated the employment agreement, dated as of January 30, 2017 previously entered into by and between the Company and Mr. Ross (the “Ross Employment Agreement”).

Pursuant to the Ross Separation Agreement, Mr. Ross resigned from all positions with the Company and any of its subsidiaries effective as of January 4, 2019. Pursuant to the Ross Separation Agreement, Mr. Ross received (i) the continuation of his base salary due under the Ross Employment Agreement through January 4, 2020,  (ii) a lump sum cash payment of $10,000 as reimbursement for legal fees incurred in connection with the Ross Separation Agreement,  (iii) the full payment towards the cost of COBRA continuation coverage for himself and any covered dependents for 18 months following January 4, 2019 (unless he becomes eligible to receive substantially similar coverage from another employer) and (iv) accelerated vesting of 133,333 RSUs.

NASDAQ Notice

On April 18, 2019, the Company received a notice (the “Notice”) from NASDAQ stating that because the Company had not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Form 10-K”), the Company is no longer in compliance with NASDAQ Listing Rule 5250(c)(1). NASDAQ Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.

The Notice states that the Company has 60 calendar days, or until June 17, 2019, to submit to NASDAQ a plan to regain compliance with the NASDAQ Listing Rules. If NASDAQ accepts the Company’s plan, then NASDAQ may grant the Company up to 180 days from the prescribed due date for filing the Form 10-K (as extended pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended), or until October 14, 2019, to regain compliance. If NASDAQ  does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a NASDAQ Hearings Panel. The Company filed this Form 10-K with the Securities and Exchange Commission prior to the due date of such plan to regain compliance with the NASDAQ Listing Rules.

Bylaws Amendment

Effective May 15, 2019, the Company amended and restated its Bylaws to, among other things, update its name and to add Section 3.6, requiring the Company to consult with its board of directors prior to voluntarily commencing bankruptcy proceedings.