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Subsequent event
6 Months Ended
Sep. 28, 2024
Subsequent Events [Abstract]  
Subsequent event Subsequent event
Credit Agreement Amendment
On October 8, 2024, the Company entered into the Amendment. The Amendment amends the Existing Senior Secured Term Loan Facility to, among other things: (i) waive the testing of the consolidated leverage ratio covenant (defined in the Senior Secured Term Loan Facility as the ratio of total debt to consolidated EBITDA) for the second quarter of fiscal year 2024, (ii) add a covenant for the Company to enter into a qualified financing transaction, subject to the approval of the Required Lenders by November 15, 2024 (as such date may be extended by the Required Lenders, as defined in the Existing Term Loan Facility), and (iii) amend certain of the covenants in the Existing Term Loan Facility, which, among other things, further restrict the Company and its Subsidiaries’ ability to incur additional indebtedness or engage in certain non-ordinary course transactions.
Issuance and Sale of Series B Convertible Preferred Stock
On October 15, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Beyond. Pursuant to the Purchase Agreement the Company has agreed to issue and sell to Beyond and Beyond has agreed to purchase from the Company (a) 40,000 shares of a new class of its capital stock titled its “Series B Convertible Preferred Stock” (the “Series B Convertible Preferred Stock”) with an initial conversion price of $17.25 plus (b) the number of shares of Series B Convertible Preferred Stock attributable to Beyond’s expenses incurred in connection with the Purchase Agreement and the Equity Investment (not to exceed $500) for an aggregate purchase price of $40,000.
The Purchase Agreement contains customary representations, warranties and covenants of the Company and Beyond, including covenants relating to the conduct of the Company’s business between the date of the signing of the Purchase Agreement and the closing of the Equity Investment. Such covenants include, among other things, restrictions on the Company’s ability to issue equity interests or incur indebtedness for borrowed money, in each case, outside the ordinary course of business between the signing date and closing date. The Purchase Agreement also provides that during the period between signing and closing, the Company is prohibited from initiating, soliciting or encouraging change of control proposals from third parties, other than Beyond. The Equity Investment is subject to certain closing conditions, including the Company refinancing or amending its existing secured credit facilities in a manner that is acceptable to Beyond in its sole discretion.
The Purchase Agreement contains termination rights for the Company and Beyond, including, among others, by either the Company or Beyond if the Closing does not occur before January 31, 2025 by reason of the failure of any of the applicable closing conditions set forth in the Purchase Agreement to be satisfied.
Rights Agreement
On October 8, 2024, the Company entered into a Rights Agreement between the Company and Equiniti Trust Company, LLC as Rights Agent (as amended from time to time, the "Rights Agreement") that was previously approved by the Board.
In connection with the Rights Agreement, the Board approved and declared a dividend distribution of one preferred stock purchase right (each, a "Right") for each share of Common Stock of the Company outstanding at the close of business on October 23, 2024. Each Right will entitle the registered holder thereof, after the Rights become exercisable and until October 7, 2025 (or the earlier redemption, exchange, or termination of the Rights), to purchase from the Company one one-thousandth of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Series A Preferred”), of the Company at a price of $65.00 per one one-thousandth of a share of Series A Preferred. The complete terms of the Rights are set out in a Rights Agreement, dated October 8, 2024, between the Company and Equiniti Trust Company, LLC as rights agent. The Rights are designed to assure that all of the Company’s stockholders receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against partial tender offers, open market accumulations and other abusive or coercive tactics to gain control of the Company without paying all stockholders a control premium. The Rights will cause substantial dilution to a person or group that acquires 20% or more of the Common Stock on terms not approved by the Board.
On October 15, 2024, the parties entered into an Amendment to the Rights Agreement, which provides that none of Beyond or its Permitted Transferees (as defined in the Purchase Agreement) will be deemed an “Acquiring Person” for the purpose of the Rights Agreement.
Revolving Credit Facility Borrowing
Subsequent to September 28, 2024, the Company drew down an additional $9,000 under our Revolving Credit Facility. As of the date of the issuance of these consolidated financial statements, the Company had a total of $80,000 borrowings outstanding under the Revolving Credit Facility.