UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
Fourth Amendment to Third Amended and Restated Credit and Security Agreement
PC Connection, Inc. (the “Company”) entered into a Third Amended and Restated Credit and Security Agreement on February 24, 2012, by and among the Company, the guarantors party thereto, the lenders from time to time party thereto, and Citizens Bank, N.A. (the “Agent”), as agent for the lenders (the “Credit Facility”), pursuant to which the Company may borrow up to $50.0 million, which may be increased to $80.0 million at the option of the Company in certain circumstances. The Credit Facility includes various customary financial ratios and operation covenants, including minimum net worth and maximum funded debt ratio requirements, and default acceleration provisions. On June 13, 2023, the Company, as borrower, and GovConnection, Inc., PC Connection Sales Corporation, MoreDirect, Inc. and GlobalServe, Inc., as guarantors, entered into the Fourth Amendment to Third Amended and Restated Credit and Security Agreement (the “Amendment”) with Citizens Bank, N.A., as Agent and lender.
The Amendment, among other things, made the following modifications to the Credit Facility:
● | All references to “LIBOR Rate” in the Credit Agreement and the Other Documents were replaced with references to “BSBY Rate”, which is defined in the Amendment as the rate per annum equal to the greater of (a) the product obtained by multiplying (i) the BSBY Screen Rate (which publishes the Bloomberg Short-Term Bank Yield Index) determined on the first day of the interest period with a term equivalent to such interest period by (ii) the Statutory Reserve Rate, and (b) 0.00% per annum; |
● | All references to “LIBOR Rate Loan” in the Credit Agreement and the Other Documents were replaced with references to “BSBY Rate Loan”; and |
● | All references to “Domestic Rate Loan” in the Credit Agreement and the Other Documents were replaced with references to “ABR Loan”. |
Capitalized terms used in the Current Report on Form 8-K and not otherwise defined herein shall have the respective meanings ascribed to them in the Amendment. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 |
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: June 13, 2023 | PC CONNECTION, INC. | |
By: | /s/ Thomas C. Baker | |
Thomas C. Baker | ||
Senior Vice President, Chief Financial Officer & Treasurer |