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LVB > SEC Filings for LVB > Form 8-K on 19-Sep-2013All Recent SEC Filings

Show all filings for STEINWAY MUSICAL INSTRUMENTS INC

Form 8-K for STEINWAY MUSICAL INSTRUMENTS INC


19-Sep-2013

Entry into a Material Definitive Agreement, Termination of a Mat


Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

In connection with the Merger, on September 19, 2013, Acquisition Sub, as borrower, entered into the following agreements with Bank of America, N.A., as administrative agent (the "Bank"), Deutsche Bank Securities Inc., as syndication agent, Parent, and the lenders parties thereto: (i) the first lien credit agreement (the "First Lien Credit Agreement"), (ii) the second lien credit agreement (the "Second Lien Credit Agreement," and together with the First Lien Credit Agreement, the "Term Loan Facilities"), and (iii) the ABL credit agreement (the "ABL Facility," and together with the Term Loan Facilities, the "Credit Facilities"). The First Lien Credit Agreement provided for a $200 million term loan, the Second Lien Credit Agreement provided for a $110 million term loan, and the ABL Facility provided for a $75 million revolving credit facility. Following the Merger, the Company became a party to the Credit Facilities, as borrower under the Term Loan Facilities and one of the borrowers under the ABL Facility. The Credit Facilities contain customary events of default, representations and warranties, and affirmative and negative covenants. In connection with entry into the Credit Facilities, Acquisition Sub, the Company and certain of its domestic wholly-owned subsidiaries entered into pledge and security agreements in respect of each Credit Facility with the Bank as collateral agent, pledging substantially all of their assets as collateral.



Item 1.02 TERMINATION OF MATERIAL DEFINITIVE AGREEMENT

On September 19, 2013, in connection with the Merger and the entry into the Credit Facilities, the Company terminated the Loan and Security Agreement dated as of October 5, 2010, among Conn-Selmer, Inc. and Steinway, Inc. as borrowers, the Company as guarantor, the lenders parties thereto, and Bank of America, N.A., as administrative agent (the "Old Credit Agreement," originally filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2010). The Old Credit Agreement provided for a revolving credit facility of up to $100 million and was secured by substantially all of the assets of the Company and certain of its domestic wholly-owned subsidiaries. No penalties were incurred by the Company as a result of the termination.



Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.


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