Item 1.01 Entry into a Material Definitive Agreement.
LIFO Facility Extension Letter Agreement
On November 17, 2018, Black Box Corporation (the “Company”) and certain direct and indirect wholly-owned subsidiaries of the Company (collectively, the “Guarantors” and together with the Company, the “Loan Parties”) entered into a Letter Agreement (the “LIFO Extension Agreement”) with PNC Bank, National Association, as administrative agent (the “Agent”), and certain other lenders party thereto (together with the Agent, the “Lenders”), which provides for, among other things, an extension of the maturity date of the Company’s “last in first out” senior revolving credit facility (the “LIFO Facility”) under the Credit Agreement entered into among the Loan Parties, the Agent and the Lenders on May 9, 2016 (as amended by the Amendment and Joinder Agreement, dated August 9, 2017, the “Credit Agreement,” and as further amended by the Second Amendment, the “Amended Credit Agreement”) from December 15, 2018 until January 17, 2019 (the “LIFO Extension”). The LIFO Extension can accelerate if the December 31, 2018 termination date of the Consent Agreement, dated November 11, 2018, between the Loan Parties, the Agent and the Lenders, is not extended by the Agent or if the Agent, in its discretion or at the direction of the Lenders, elects to terminate the LIFO Facility following the occurrence of an Event of Default (as defined in the Amended Credit Agreement) which has not been waived in accordance with the Amended Credit Agreement.
Pursuant to the Agreement and Plan of Merger, dated November 11, 2018, between the Company, AGC Networks Pte Ltd., a company organized under the laws of Singapore (“Top Parent”), BBX Main Inc., a Delaware corporation and a wholly owned subsidiary of Top Parent (“Parent”), BBX Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“BBX Intermediate”), and Host Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of BBX Intermediate (“Merger Sub”), the Company agreed to obtain an extension of the LIFO Facility from the Agent and the Lenders within five business days after the execution date of the Merger Agreement, as the Company disclosed on the Current Report on Form8-K, filed with the Securities and Exchange Commission on November 13, 2018.
The foregoing description of the LIFO Extension Agreement contained in Item 1.01 of this Current Report on Form8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the LIFO Extension Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary has been included to provide investors and security holders with information regarding its terms and is qualified in its entirety by the terms and conditions of the LIFO Extension Agreement. Except for the LIFO Extension Agreement’s status as a contractual document that establishes and governs the legal relations among the parties with respect to the transactions described therein, the LIFO Extension Agreement is not intended to be a source of factual, business, or operational information about the parties. The agreements, representations, warranties, and covenants contained in the LIFO Extension Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to that agreement, and may be subject to limitations agreed among those parties, including being qualified by confidential disclosures among those parties. Instead of establishing matters as facts, the representations and warranties may have been made to allocate risks contractually among the parties, including where the parties do not have complete knowledge of all facts. Furthermore, those representations and warranties may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on representations, warranties, covenants, or any descriptions thereof as characterizations of the actual state of facts or condition of the parties.
Additional Information and Where to Find It
The tender offer described herein has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any common stock of the Company or any other securities. On the commencement date of the tender offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the “SEC”) by the Parent Entities, and a solicitation/recommendation statement onSchedule 14D-9 will be filed with the SEC by the Company. The offer to purchase common stock of the Company will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE14D-9 WILL CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS
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