0001210708-17-000029.txt : 20170919 0001210708-17-000029.hdr.sgml : 20170919 20170919125705 ACCESSION NUMBER: 0001210708-17-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170915 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170919 DATE AS OF CHANGE: 20170919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hudson Global, Inc. CENTRAL INDEX KEY: 0001210708 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 593547281 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50129 FILM NUMBER: 171091558 BUSINESS ADDRESS: STREET 1: 1325 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123517300 MAIL ADDRESS: STREET 1: 1325 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: HUDSON HIGHLAND GROUP INC DATE OF NAME CHANGE: 20030311 FORMER COMPANY: FORMER CONFORMED NAME: HUDSON HIGHLAND INC DATE OF NAME CHANGE: 20030224 FORMER COMPANY: FORMER CONFORMED NAME: TMP WORLDWIDE SEARCH INC DATE OF NAME CHANGE: 20021217 8-K 1 hson201709158klloyds.htm 8-K Document


UNITED STATES
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): September 15, 2017
 
HUDSON GLOBAL, INC.
(Exact name of registrant as specified in charter)
 
Delaware
 
000-50129
 
59-3547281
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)

1325 Avenue of the Americas
New York, NY 10019
(Address of Principal Executive Offices)
 
Registrant's telephone number, including area code (212) 351-7300

N/A
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

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).
Emerging growth company

o

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.
o




Item 1.01.
Entry into a Material Definitive Agreement.
 
On September 15, 2017, the U.K. subsidiary, Hudson Global Resources Limited, of Hudson Global, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its receivables finance agreement for an asset-based lending funding facility, dated August 1, 2014, with Lloyds Bank PLC and Lloyds Bank Commercial Finance Limited. The Amendment extends the term of the receivables finance agreement by 12 months from the date of the amendment and reduced the maximum core facility borrowing to £9.5 million from £11.5 million. As a result, the maximum borrowing was reduced to £10.0 million from £12.0 million. The Amendment also reduced the month end minimum excess availability to £1.5 million from £2.0 million. Extensions of credit are based on a percentage of the eligible accounts receivable less required reserves from the Company's U.K. operations. The Company's availability under the receivables finance agreement based on current accounts receivable levels was not impacted by this change.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 4.1 and is incorporated by reference herein.

Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01.
Financial Statements and Exhibits.
 
(a) Not applicable.
 
(b) Not applicable.
 
(c) Not applicable.
 
(d) Exhibits
The exhibit listed in the Exhibit Index below is filed as part of this report.






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.
 
 
 
 
 
 
 
HUDSON GLOBAL, INC.
(Registrant)
 
 
 
 
 
By:
/s/ PATRICK LYONS
 
 
Patrick Lyons
 
 
Chief Financial Officer and Chief Accounting Officer
 
 
(Principal Financial Officer and Principal Accounting Officer)
 
 
 
 
 
 
Dated:
September 19, 2017




 EX-4.1 2 exhibit41.htm EXHIBIT 4.1 Exhibit


14 September 2017

STRICTLY PRIVATE AND CONFIDENTIAL
The Directors
Hudson Global Resources Ltd
12th Floor
1325 Avenue of the Americas
New York NY 10019

Dear Sirs,
Re: The Receivables Finance Agreement dated 1st August 2014.

We are writing to you in connection with the above mentioned Receivables Finance Agreement. Under the terms of that Agreement there is provided inter alia as follows;
Type of Facility:
Confidential Sterling Invoice Discounting
Applicable Operating Conditions:
Parts I, II, III and IV
Review Limit:
£11,500,000.00 (CORE FACILITY)
 
£500,000.00 (WIP PERM)
Annual Minimum Fee:
£50,000.00 per annum
Special Terms:
Month end facility head-room to be a minimum of £2,000,000.00
 
All Special Terms in the RFA will still apply

NOTWITHSTANDING the foregoing the terms of the Receivables Finance Agreement shall be varied as follows;
Type of Facility:
Confidential Sterling Invoice Discounting
Applicable Operating Conditions:
Parts I, II, III and IV
Review Limit:
£9,500,000.00 (CORE FACILITY)
 
£500,000.00 (WIP PERM)
Annual Minimum Fee:
£75,000.00 per annum
Arrangement Fee:
£5,000.00
Special Terms:
Month end facility head-room to be a minimum of £1,500,000.00
 
All Special Terms in the RFA will still apply


The above is subject to a 12 month agreement from the date the above amendments are effective after which time the notice period in your Operating Conditions will apply.

Will you kindly sign the attached copy of this letter in acknowledgement of your agreement to the variation, which will become effective immediately.

Yours faithfully

/s/ Darren Brown
Darren Brown
Client Manager

Authorised on behalf of
Hudson Global Resources Limited
/s/ Alexis de Bretteville
15 September 2017
Director
Date


Lloyds Bank Commercial Finance Ltd. Registered in England and Wales No. 733011.
Registered Office: No. 1, Brookhill Way, Banbury, Oxfordshire, OX16 3EL.
Lloyds Bank Commercial Finance Ltd is part of Lloyds Banking Group and is not authorised or regulated by the Prudential Regulation Authority or the Financial Conduct Authority