UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) | July 29, 2013 |
ESCALADE, INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Indiana
(State or Other Jurisdiction of Incorporation)
| 0-6966 | 13-2739290 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 817 Maxwell Avenue, Evansville, Indiana | 47711 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (812) 467-4449 |
| (Registrant’s Telephone Number, Including Area Code) |
(812) 467-4449
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 – Registrant’s Business and Operations
and
Section 2 – Financial Information
Item 1.01 – Entry into a Material Definitive Agreement.
Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On July 29, 2013, Escalade, Incorporated (“Escalade”) entered into the Tenth Amendment (the “Tenth Amendment”) to Escalade’s Credit Agreement with its issuing bank, JPMorgan Chase Bank, N.A. (“Chase”). The Tenth Amendment amends the Credit Agreement dated as of April 30, 2009, as amended by Amendments First through Ninth (collectively, the “Credit Agreement”), among the Company, Chase and the other lenders identified therein (collectively, “Lender”).
Under the terms of the Credit Agreement as amended by the Tenth Amendment, the Lender has extended the maturity date for the repayment of the outstanding principal balance of the Revolving USD Facility, including all accrued and unpaid interest thereon, from July 31, 2013 to September 30, 2013 (the “Revolving USD Loan Maturity Date”). Escalade and the Lender are currently working on a First Amended and Restated Credit Agreement that would further extend the term of the Credit Agreement and certain other mutually agreed changes. Escalade and the Lender anticipate entering into the First Amended and Restated Credit Agreement prior to September 30, 2013.
There were no other changes to the Credit Agreement. The maturity date for the repayment of the outstanding principal balance of the Term Loan, including all accrued and unpaid interest thereon, remains at May 31, 2015 (the “Term Loan Maturity Date”). Escalade’s indebtedness under the Credit Agreement continues to be collateralized by liens on all of the present and future equity of each of Escalade’s domestic subsidiaries and substantially all of the assets of the Company. In addition, each direct and indirect domestic subsidiary of Escalade has unconditionally guaranteed all of the indebtedness of Escalade arising under the Credit Agreement and has secured its guaranty with a first priority security interest and lien on all of its assets. The Pledge and Security Agreement dated April 30, 2009 by and between Escalade and Chase, and each Pledge and Security Agreement dated April 30, 2009 by and between each such Escalade subsidiary and Chase continue in full force and effect, as amended by the Master Amendment to Pledge and Security Agreements dated May 31, 2010 entered into by Chase, Escalade and each such subsidiary. The Unlimited Continuing Guaranty dated April 30, 2009 applicable to each of Escalade’s domestic subsidiaries continues in full force and effect without change. In connection with the execution of the Tenth Amendment, each of Escalade’s domestic subsidiaries consented to the execution of such Amendment and reaffirmed their Guaranty in favor of Lender.
There was no amendment fee in connection with the Tenth Amendment.
For the entire text of the Tenth Amendment, please see Exhibit 10.1 attached hereto. Except as set forth in the Tenth Amendment, as stated above all other terms and conditions of the Credit Agreement remain in full force and effect. All capitalized terms not defined in this Form 8-K have the meanings set forth in the Credit Agreement or, if applicable, as amended pursuant to the Tenth Amendment.
Item 9.01 Financial Statements and Exhibits
| (c) | Exhibits |
| Exhibit | Description | |||
| 10.1 | Tenth Amendment to Credit Agreement dated as of July 29, 2013 by and between Escalade, Incorporated and JPMorgan Chase Bank, N.A. | |||
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Escalade, Incorporated has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 29, 2013 | ESCALADE, INCORPORATED | |
| By: /s/ DEBORAH J. MEINERT | ||
| Deborah J. Meinert, Vice President and Chief Financial Officer |
| 3 |
TENTH AMENDMENT TO CREDIT AGREEMENT
THIS TENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of July 29, 2013 (the "Effective Date") between JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank, Swingline Lender, and as a Lender and ESCALADE, INCORPORATED (the "Borrower").
Recitals
The Borrower and JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank, and a Lender are parties to a Credit Agreement, dated as of April 30, 2009 (as amended by a First Amendment to Credit Agreement, dated as of July 29, 2009, a Second Amendment to Credit Agreement, dated as of September 30, 2009, a Third Amendment to Credit Agreement dated as of October 30, 2009, a Fourth Amendment to Credit Agreement dated as of March 1, 2010, a Fifth Amendment to Credit Agreement dated as of April 15, 2010, a Sixth Amendment to Credit Agreement, dated as of May 31, 2010, a Seventh Amendment to Credit Agreement, dated as of April 14, 2011, an Eighth Amendment to Credit Agreement, dated as of May 4, 2012, and a Ninth Amendment to Credit Agreement dated as of March 1, 2013, the "Credit Agreement"). As of the Effective Date, JPMorgan Chase Bank, N.A. is the only Lender under the Credit Agreement.
The Borrower is requesting the Lender and the Administrative Agent to agree to amend the Credit Agreement as made by and in accordance with the terms of this Amendment.
Agreement
NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements herein, and each act performed and to be performed hereunder, the Administrative Agent, the Lender, Issuing Bank, Swingline Lender, and the Borrower agree as follows:
1. Amendment to the Credit Agreement. As of the Effective Date, the following definition set forth in Section 1.01 of the Credit Agreement is amended and, as so amended, restated to read as follows:
"Revolving USD Loan Maturity Date" means September 30, 2013, or any earlier date on which: (i) the Revolving USD Loan Commitments are reduced to zero or otherwise terminated pursuant to the terms of this Amendment; or (ii) the maturity of the Revolving USD Loans is accelerated pursuant to the terms of this Amendment.
2. Binding on Successors and Assigns. All of the terms and provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, assigns and legal representatives.
3. Governing Law. This Amendment is a contract made under, and shall be governed by and construed in accordance with the laws of the State of Indiana.
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4. Amendment of Other Loan Documents. All references to the Credit Agreement in the other Loan Documents shall mean the Credit Agreement, as modified and amended by this Amendment and as it may be further amended, modified, extended, renewed, supplemented and/or restated from time to time and at any time. Except as expressly modified and amended by this Amendment, all of the terms and provisions of the Credit Agreement and the other Loan Documents remain in full force and effect, and are fully binding on the parties thereto and their respective successors and assigns.
5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one agreement.
6. Defined Terms. Except as expressly otherwise stated in this Amendment, all terms used in this Amendment and the Recitals that are defined in the Credit Agreement, and that are not otherwise defined in this Amendment, shall have the same meanings in this Amendment as in the Credit Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized signatories.
JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank, Swingline Lender and Lender | ||
| By: | /s/Randall K. Stephens | |
| Randall K. Stephens, Senior Vice President | ||
| ESCALADE, INCORPORATED | ||
| By: | /s/Deborah J. Meinert | |
| Deborah J. Meinert, VP Finance and CFO | ||
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Consent and Reaffirmation
Each of the undersigned expressly consents to the execution, delivery and performance by the Borrower, the Issuing Bank, the Swingline Lender, the Lender and the Administrative Agent of the Tenth Amendment to Credit Agreement, dated as of July 29, 2013 (the "Amendment") and all agreements, instruments and documents delivered pursuant to the Amendment, and agrees that neither the provisions of the Amendment nor any action taken or not taken in accordance with the terms of the Amendment shall constitute a termination, extinguishment, release, or discharge of any of its obligations under the Unlimited Continuing Guaranty, dated as of April 30, 2009, in favor of the Lender and the Administrative Agent guaranteeing payment of the Secured Obligations when due (each a "Guaranty"), or provide a defense, set off, or counterclaim to it with respect to any of its obligations under such Guaranty or any other Loan Documents. Each of the undersigned affirms to the Issuing Bank, the Swingline Lender, the Lender and the Administrative Agent that its Guaranty is in full force and effect, is a valid and binding obligation of the undersigned and continues to secure and support the Secured Obligations, the payment of which is guaranteed by the undersigned pursuant to the Guaranty. Each of the undersigned acknowledges and agrees that the fact that the Administrative Agent, the Issuing Bank, the Swingline Lender, and the Lender have sought this Reaffirmation does not create any obligation, right, or expectation that the Administrative Agent and the Lender will seek the undersigned's consent to or reaffirmation with respect to any other or further amendments or modifications to the Credit Agreement or the Loan Documents.
Dated as of July 29, 2013.
| Bear Archery, Inc. | Martin Yale Industries, Inc. | ||||
| By: | /s/Deborah J. Meinert | By: | /s/Deborah J. Meinert | ||
| Deborah J. Meinert, VP Finance and Secretary | Deborah J. Meinert, VP Finance and Secretary | ||||
| EIM Company, Inc. | Olympia Business Systems, Inc. | ||||
| By: | /s/Deborah J. Meinert | By: | /s/Deborah J. Meinert | ||
| Deborah J. Meinert, VP Finance and Secretary | Deborah J. Meinert, VP Finance and Secretary | ||||
| Escalade Insurance, Inc. | SOP Services, Inc. | ||||
| By: | /s/Deborah J. Meinert | By: | /s/Deborah J. Meinert | ||
| Deborah J. Meinert, VP Finance and Secretary | Deborah J. Meinert, VP Finance and Secretary | ||||
| Escalade Sports Playground, Inc. | U. S. Weight, Inc. | ||||
| By: | /s/Deborah J. Meinert | By: | /s/Deborah J. Meinert | ||
| Deborah J. Meinert, VP Finance and Secretary | Deborah J. Meinert, VP Finance and Secretary | ||||
| Harvard Sports, Inc. | Indian Industries, Inc. | ||||
| By: | /s/Deborah J. Meinert | By: | /s/Deborah J. Meinert | ||
| Deborah J. Meinert, VP Finance and Secretary | Deborah J. Meinert, VP Finance and Secretary | ||||
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