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| AEA > SEC Filings for AEA > Form 8-K on 6-Dec-2011 | All Recent SEC Filings |
6-Dec-2011
Entry into a Material Definitive Agreement, Terminati
On December 5, 2011, Advance America, Cash Advance Centers, Inc. (the "Company") entered into a $300 million Credit Agreement (the "New Credit Agreement") by and among the Company, as borrower; certain subsidiaries of the Company, as guarantors; the lenders named therein; Bank of America, N.A., as administrative agent, swingline lender, and letter of credit issuer; Wells Fargo Bank, N.A., as syndication agent; U.S. National Bank Association, Synovus Bank and Fifth Third Bank, as co-documentation agents; and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities LLC, as joint lead arrangers and book managers.
The New Credit Agreement provides the Company with a $200.0 million revolving line of credit, which amount includes the ability to issue up to $25.0 million in letters of credit, and a term loan of $100.0 million. The revolving line of credit and the term loan under the New Credit Agreement are senior secured obligations of the Company and mature on December 5, 2016. Any portion of the revolving line of credit that is repaid may be borrowed again. The Company is required to make principal payments on the term loan at the rate of $1.0 million per month. The New Credit Agreement may be amended to increase the revolving line of credit and/or term loan by an additional $100.0 million upon receipt of sufficient commitments from existing or new lenders.
In general, the borrowings under the New Credit Agreement bear interest, at the Company's option, at either a base rate plus an applicable margin or a LIBOR-based rate plus an applicable margin. The base rate equals the greater of: (i) the prime rate set by Bank of America, (ii) the sum of the federal funds rate plus 0.50%, and (iii) the Eurodollar rate plus 1.0%. The applicable margin is determined each quarter by a pricing grid based on the Company's total leverage ratio of consolidated debt to "Consolidated EBITDA," as defined in the New Credit Agreement. The base rate applicable margin ranges from 1.00% to 1.75% based upon the Company's total leverage ratio. The LIBOR-based applicable margin ranges from 2.00% to 2.75% based upon the Company's total leverage ratio.
The New Credit Agreement replaces the Company's existing Amended and Restated Credit Agreement dated March 24, 2008 (the "Prior Credit Agreement"), which was filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. The Prior Credit Agreement, which was scheduled to mature on March 24, 2013, was terminated effective as of December 5, 2011.
The proceeds under the New Credit Agreement will be used by the Company to refinance the $109.7 million of loans outstanding under the Prior Credit Agreement. Additional proceeds may be used by the Company (i) to finance dividends on and repurchase of shares of common stock; or (ii) for working capital, capital expenditures, acquisitions and other lawful corporate purposes. Over the five-year term of the New Credit Agreement, the Company may complete an aggregate of $100.0 million in acquisitions, which amount may increase to $200.0 million provided that the Company meets certain pro forma leverage covenants (as specified in the New Credit Agreement). In addition, the Company may repurchase an aggregate of $125.0 million of its common stock over the five-year term of the New Credit Agreement, provided that the aggregate repurchases in any four consecutive quarters may not exceed $50.0 million.
The obligations under the New Credit Agreement are guaranteed by certain
domestic subsidiaries of the Company. The borrowings under the New Credit
Agreement are secured by substantially all of the assets of the Company and its
subsidiaries on a consolidated basis. In addition, the borrowings under the New
Credit Agreement are secured by a pledge of all of the capital stock, or similar
equity interests, of certain of the Company's domestic subsidiaries and 65% of
the voting capital stock, or similar equity interests, of certain of the
Company's foreign subsidiaries. The New Credit Agreement contains various
financial covenants that require, among other things, the maintenance of minimum
tangible net worth, maximum leverage and senior leverage, minimum fixed charge
coverage, and maximum charge-off ratios. The New Credit Agreement contains
customary covenants, including covenants that restrict the Company's ability to,
among other things (i) incur liens, (ii) incur certain indebtedness (including
guarantees or other contingent obligations), (iii) engage in mergers and
consolidations, (iv) engage in sales, transfers, and other dispositions of
property and assets (including sale-leaseback transactions), (v) make loans,
acquisitions, joint ventures, and other investments, (vi) make dividends and
other distributions to, and redemptions and repurchases from, equity holders,
(vii) prepay, redeem, or repurchase certain debt, (viii) make changes in the
nature of the Company's business, (ix) amend the Company's organizational
documents, or amend or otherwise modify certain of the Company's debt
documents, (x) change the Company's fiscal quarter and fiscal year ends,
(xi) enter into transactions with the Company's affiliates, and (xiii) issue
certain equity interests. The New Credit Agreement contains customary events of
default, including events of default resulting from (i) the Company's failure to
pay principal when due or interest, fees, or other amounts after grace periods
to be mutually agreed upon, (ii) covenant defaults, (iii) the Company's material
breach of any representation or warranty, (iv) cross defaults to any other
indebtedness in excess of $5.0 million in the aggregate, (v) bankruptcy,
insolvency, or other similar proceedings, (vi) the Company's inability to pay
debts, (vii) monetary judgment defaults in excess of $5.0 million in the
aggregate, (viii) customary ERISA defaults, (ix) actual or asserted invalidity
of any material provision of the loan documentation or impairment of a material
portion of the collateral, and (x) a change of control. A breach of a covenant
or an event of default could cause all amounts outstanding under the New Credit
Agreement to become due and payable.
The description above is a summary and is qualified in its entirety by the New Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
The information provided in Item 1.01 above regarding termination of the Prior Credit Agreement is incorporated herein by reference.
The information provided in Item 1.01 above is incorporated herein by reference.
(d) Exhibits. Exhibit Number Description 10.1 Credit Agreement dated as of December 5, 2011 |
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