Attached files
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EX-10.1 - EX-10.1 - Swisher Hygiene Inc. | g26926exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment
No. 1 on
FORM
8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 30, 2011
SWISHER HYGIENE INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-35067 | 27-3819646 | |
(Commission File Number) | (I.R.S. Employer Identification No.) |
4725 Piedmont Row Drive, Suite 400 | 28210 | |
Charlotte, North Carolina | ||
(Address of Principal Executive Offices) | (Zip Code) |
(704) 364-7707
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Explanatory
Note
Swisher
Hygiene Inc. is filing this Amendment No. 1 on Form 8-K/A
primarily to refile the Credit Agreement previously filed as
Exhibit 10.1 to our Form 8-K filed on April 5, 2011 in
order to include information previously omitted from such exhibit and
to include disclosure relating to the previously omitted
information.
Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth in Item 2.03 of this report on Form 8-K is hereby incorporated in
Item 1.01 by reference.
Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth under Item 2.03 of this report on Form 8-K relating to the
termination of previously existing aggregate $25 million credit facilities to which Swisher
Hygiene, Inc. (Swisher Hygiene) was a party, is hereby incorporated in Item 1.02 by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On March 30, 2011, Swisher Hygiene entered into a $100 million senior secured revolving credit
facility with the lenders named therein and Wells Fargo Bank, National Association, as
administrative agent for the lenders (the New Credit Facility). Under the New Credit Facility,
Swisher Hygiene has initial borrowing availability of $32.5 million, which will increase to the
fully committed $100 million upon delivery of Swisher Hygienes unaudited quarterly financial
statements for the quarter ended March 31, 2011 and satisfaction
of certain financial covenants
regarding leverage and coverage ratios and a minimum liquidity requirement, which requirements Swisher Hygiene
expects to meet.
Borrowings under the facility are secured by a first priority lien on substantially all of
Swisher Hygienes existing and hereafter acquired assets, including $25 million of cash on
borrowings in excess of $75 million. Furthermore, borrowings under the facility are guaranteed by
all of Swisher Hygienes domestic subsidiaries and secured by
substantially all the assets and stock of Swisher
Hygienes domestic subsidiaries and substantially all of the stock of the Swisher Hygienes foreign
subsidiaries.
Interest on borrowings under the New Credit Facility will typically accrue at London Interbank
Offered Rate (LIBOR) plus 2.5% to 4.0%, depending on the ratio of senior debt to Consolidated
EBITDA (as such term is defined in the New Credit Facility). Swisher Hygiene also has the option to
request swingline loans and borrowings using a base rate. Interest is payable no more frequently
than monthly on all outstanding borrowings. The New Credit Facility matures on July 31, 2013.
Borrowings and availability under the New Credit Facility are subject to compliance with
financial covenants, including achieving specified Consolidated
EBITDA, maintaining
leverage and coverage ratios and a minimum liquidity requirement. The
Consolidated EBITDA covenant, the leverage and coverage ratios,
and the minimum liquidity requirements should not be considered indicative
of Swisher Hygienes expectations regarding future performance.
The New Credit Facility also places
restrictions on Swisher Hygienes ability to incur additional indebtedness, make certain
acquisitions, create liens or other encumbrances, sell or otherwise dispose of assets, and merge or
consolidate with other entities or enter into a change of control
transaction. Failure to achieve or maintain the financial covenants in the New Credit Facility or failure to
comply with one or more of the operational covenants could adversely affect our ability to borrow monies and could result
in a default under the New Credit Facility. The New Credit
Facility is subject to other standard default provisions.
The New Credit Facility replaces Swisher Hygienes existing aggregate $25 million credit
facilities: (i) a $10 million revolving line of credit pursuant to the Credit Agreement by and
between Swisher International, Inc. and Wachovia Bank, National Association, dated November 14,
2005, as amended, and (ii) a $15 million revolving credit facility pursuant to the Credit Agreement
by and between HB Service, LLC and Wachovia Bank, National Association, dated as of June 25, 2008,
as amended.
The foregoing description of the material terms of the New Credit Facility is qualified by
reference to the terms of the Credit Agreement, Pledge and Security Agreement, and Guaranty
Agreement, filed with this report as Exhibits 10.1, 10.2 and 10.3 and incorporated in this report
by reference.
On March 31, 2011, Swisher Hygiene issued a press release announcing the New Credit Facility.
A copy of the press release is attached as Exhibit 99.1 to this report.
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Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
10.1 | Credit Agreement among Swisher Hygiene Inc., the lenders named therein and Wells Fargo Bank, National Association, dated March 30, 2011. (Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.) | |
10.2 | Pledge and Security Agreement by Swisher Hygiene Inc., certain subsidiaries of Swisher Hygiene, Inc. named therein, and Wells Fargo Bank, National Association, dated March 30, 2011. (Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.)* | |
10.3 | Guaranty Agreement by certain subsidiaries of Swisher Hygiene Inc. and Guaranteed Parties named therein, dated March 30, 2011.* | |
99.1 | Press release of Swisher Hygiene Inc. dated March 31, 2011.* |
* | previously filed. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 20, 2011 | SWISHER HYGIENE INC. |
|||
By: | /s/ Steven R. Berrard | |||
Steven R. Berrard | ||||
President and Chief Executive Officer |
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Exhibit Index
Exhibit No. | Description | |||
10.1 | Credit Agreement among Swisher Hygiene, Inc., the lenders named
therein and Wells Fargo Bank, National Association, dated March 30,
2011. (Portions of this exhibit have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment.) |