Attached files
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| EX-10.1 - SIXTH AMENDMENT TO LOAN AGREEMENT DATED AS OF DECEMBER 27, 2017 - AutoWeb, Inc. | ex10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 27,
2017
AutoWeb, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-34761
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33-0711569
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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18872 MacArthur Boulevard, Suite 200,
Irvine,
California
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92612-1400
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (949)
225-4500
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 1.01
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Entry into a Material Definitive Agreement
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On
December 27, 2017, AutoWeb, Inc., a Delaware corporation
(“AutoWeb” or
“Company”),
entered into a Sixth Amendment to Loan Agreement
(“Credit Facility Sixth
Amendment”) with MUFG Union Bank, N.A., formerly Union
Bank, N.A. (“Union
Bank”), amending the Company’s existing Loan
Agreement with Union Bank initially entered into on February 26,
2013, as amended on September 10, 2013, January 13, 2014, May 20,
2015, June 1, 2016, and June 28, 2017 (the existing Loan Agreement,
as amended to date, is referred to herein collectively as the
“Credit Facility
Agreement”). The Credit Facility Sixth Amendment was
entered into in connection with the prepayment, in full, of the
remaining $8,250,000 principal plus all accrued and due and payable
interest under Term Loan 2 (as defined in the Credit Facility
Agreement). The Credit Facility Sixth Amendment: (i) deletes
Section 1.1.3 of the Credit Facility Agreement to reflect the
prepayment, in full, of Term Loan 2 and provides for the
cancellation of the Commercial Promissory Note dated May 20, 2015
(in the original principal amount of $15,000,000) that represents
Term Loan 2; (ii) reflects the previously reported change in the
Company’s corporate name to AutoWeb, Inc.; and (iii) amends
the financial covenant in the Credit Facility Agreement related to
minimum quarterly EBITDA requirements by deleting the minimum
quarterly EBITDA requirement for fiscal quarters ending December
31st each
year.
The
foregoing description of the Credit Facility Agreement and Credit
Facility Sixth Amendment is not complete and is qualified in its
entirety by reference to (i) Loan Agreement dated as of February
26, 2013 by and between AutoWeb and Union Bank, as amended by First
Amendment to Loan Agreement dated as of September 10, 2013, Second
Amendment to Loan Agreement dated as of January 13, 2014, Security
Agreement dated January 13, 2014, Commercial Promissory Note dated
January 13, 2014 ($9,000,000 Term Loan), and Commercial Promissory
Note dated January 13, 2014 ($8,000,000 Revolving Loan), which are
incorporated herein by reference to Exhibit 10.4 to the Current
Report on Form 8-K as filed with the SEC on January 17, 2014 (SEC File No. 001-34761);
(ii) Third Amendment to the Credit Facility Agreement, the
Commercial Promissory Note dated May 20, 2015 ($15,000,000 Term
Loan) and the Commercial Promissory Note dated May 20, 2015
($8,000,000 Revolving Loan) which is incorporated herein by
reference to Exhibits 10.1, 10.2 and
10.3 to the Current Report on Form 8-K filed with the SEC on May
27, 2015 (SEC File No. 001-34761); (iii) Fourth Amendment to
the Credit Facility Agreement dated June 1, 2016 ($8,000,000
Revolving Loan), which is incorporated herein by reference
to Exhibit 10.5 to the Quarterly
Report on Form 10-Q filed with the SEC on August 4, 2016 (SEC File
No. 001-34761); (iv) Fifth Amendment to Credit Facility
Agreement and Commercial Promissory Note each dated June 28, 2017,
which are incorporated herein by reference to Exhibits 10.2 and 10.3 to the Current Report on
Form 8-K filed with the SEC on June 29, 2017 (SEC File No.
001-34761); and (v) Credit Facility Agreement Sixth Amendment, a
copy of which is filed as an exhibit to this Current Report
on Form 8-K.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
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Sixth
Amendment to Loan Agreement dated as of December 27,
2017
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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:
December 27, 2017
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AUTOWEB,
INC.
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By:
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/s/ Glenn E.
Fuller
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Glenn E. Fuller,
Executive Vice President,
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Chief
Legal and Administrative Officer and
Secretary
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