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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): April 6, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code) |
Registrant’s telephone number, including area code: (920) 734-5712
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) | Name of each exchange on which registered |
None | None |
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).
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. [ ]
Item 1.01Entry into a Material Definitive Agreement.
On April 6, 2020, and effective as of March 13, 2020, School Specialty, Inc. (the “Company”) entered into (i) the Seventh Amendment to Loan Agreement and Forbearance Agreement among the Company, as borrower, certain of its subsidiaries, as guarantors, the financial institutions party thereto, as lenders and TCW Asset Management Company LLC, as the agent (the “Term Loan Amendment”), and (ii) the Tenth Amendment to Loan Agreement and Forbearance Agreement among the Company, certain of its subsidiary borrowers, Bank of America, N.A. and Bank of Montreal, as lenders, and Bank of America, N.A., as agent for the lenders (the “ABL Amendment,” and together with the Term Loan Amendment, the “Amendments”), in order to, among other things: (1) extend the outside date of the Forbearance Period (as defined in the Amendments) to April 30, 2020; (2) to delay the Scheduled Term Loan Installment Payment (as defined in the Term Loan Amendment) and interest due on March 31, 2020 to June 30, 2020; (3) require the entry into on or before April 30, 2020 a restructuring support agreement in form and substance satisfactory to Agent and the Required Lenders (each as defined in the Amendments), which shall include, among other things, milestones in connection with a potential restructuring or sale transaction of the Company and an agreement among Agent, the Lenders and the Company regarding the terms, scope, and fees to be incurred in connection with the consummation of the transactions contemplated thereunder; and (4) to increase the Borrowing Base under the ABL Facility by adding the Seasonal Formula Amount (as defined in the ABL Amendment) during the fiscal months of February, March, April, May and June.
The Term Loan Amendment and the ABL Amendment are filed as exhibits herewith and incorporated herein by reference. The foregoing descriptions of the Term Loan Amendment and the ABL Amendment do not purport to be complete and are qualified in their entirety by the full text of such agreements.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
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Seventh Amendment to Loan Agreement and Forbearance Agreement, dated as of April 6, 2020 and effective as of March 13, 2020, among the Company, as borrower, certain of its subsidiaries, as guarantors, the financial institutions party thereto, as lenders and TCW Asset Management Company LLC, as the agent.
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Tenth Amendment to Loan Agreement and Forbearance Agreement, dated as of April 6, 2020 and effective as of March 13, 2020, among the Company, certain of its subsidiary borrowers, Bank of America, N.A. and Bank of Montreal, as lenders and Bank of America, N.A., as agent for the lenders. |
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.
| SCHOOL SPECIALTY, INC. |
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Dated: April 8, 2020 | By:/s/ Kevin Baehler |
| Kevin Baehler Executive Vice President and Chief Financial Officer |