Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
January 29, 2001
Black Warrior Wireline Corp.
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(Exact name of registrant as specified in its charter)
Delaware 0-18754 11-2904094
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3748 Highway 45 North, Columbus, Mississippi 39701
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(Address of principal executive offices)
Registrant's telephone number, including area code: (601) 329-1047
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
On January 29, 2001, the Company and Coast Business Credit, a division
of Southern Pacific Bank ("Coast") entered into a First Amendment (the
"Amendment") to Loan and Security Agreement which amends certain of the terms
of the Loan and Security Agreement dated January 24, 2000 (the "Loan
Agreement"). The Amendment, among other things, (i) deferred until June 30, 2001
the Company's obligation to make monthly principal payments of its Excess Cash
Flow, as defined, provided however, in the event a sale of the Company or
substantially all its assets is not completed by June 30, 2001 with proceeds
sufficient to pay all obligations due Coast under the Loan Agreement or the
deferred Excess Cash Flow payments are not paid on or before July 20, 2001, then
St. James Capital Partners, L.P. is required to make or cause to be made an
additional equity investment in the Company in an amount equal to such deferred
Excess Cash Flow payments, (ii) provides that for the quarters ended September
30, 2000, December 31, 2000 and March 31, 2001, the Company's "Tangible Net
Worth" (as defined) may be less than that of the previous quarter but Tangible
Net Worth as of September 30, 2000 must be at least $5.0 million and must have
increased by $1.0 million by June 30, 2001, and (iii) provides that the Debt
Service Coverage Ratio for September 30, 2000 shall be 1.0:1.0 and thereafter
shall be 1.25:1.0, excluding from the denominator of the ratio interest or debt
that has been accrued in lieu of being paid in cash when due. The Amendment
deleted provisions requiring the Company to have actual revenue and EBIDTA of no
less than 80% of the amount projected in the Loan Agreement and which limited
the amount of the Company's capital expenditures to $50,000 per year. The
provisions of the Loan Agreement relating to the guaranty of St. James Capital
Partners, L.P. and SJMB, L.P. (collectively, "St. James") were amended to
release certain securities owned by St. James from serving as collateral for the
guaranty and to accept an $8.2 million letter of credit provided by St. James as
substitute collateral.
At the closing under the Amendment, the Company agreed to pay to Coast
on the earlier of June 30, 2001 or the sale of the Company a waiver and
amendment fee of $200,000 and agreed to pay Coast a letter of credit fee in the
amount of $5,000 per month.
Reference is made to the Amendment filed as an Exhibit hereto for a
complete statement of its terms and conditions and to the Loan Agreement for the
definition of certain terms used herein.
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Item 7. Financial Statements and Exhibits.
(a) None required.
(b) None required.
(c) Exhibits:
Exhibit Number Description of Document
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10.1.1 First Amendment to Loan and
Security Agreement dated January
29, 2001 between the Company and
Coast business Credit, a division
of Southern Pacific Bank.
99.9 Press Release dated January 29,
2001
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Black Warrior Wireline Corp.
Dated: January 29, 2001 By: /s/ William L. Jenkins
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William L. Jenkins, President
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