UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. ☐
Item 1.01; 2.03Entry into a Material Definitive Agreement; Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Credit Agreement
On September 2, 2020, Winmark Corporation and its subsidiaries’ (collectively, the “Company”) entered into Amendment No. 7 to its Credit Agreement with CIBC Bank USA (formerly known as The PrivateBank and Trust Company) and BMO Harris Bank N.A. (collectively, the “Lenders”). The amendment, among other things,
● | Decreases the aggregate commitments under the Agreement from $40,000,000 to $25,000,000; | ||
● | Removes BMO Harris Bank N.A. as a Lender; | ||
● | Extends the termination date of the Agreement from July 19, 2021 to August 31, 2024; | ||
● | Amends the tangible net worth covenant minimum requirement to be reset as of the last day of the Company’s fiscal 2020 third quarter; | ||
● | Permits the Company to issue up to $25 million in additional term notes to one or more affiliates or managed accounts of Prudential Investment Management, Inc. (collectively, “Prudential”). |
Amendment No. 7 to the Credit Agreement is effective as of September 2, 2020. The foregoing description of Amendment No. 7 to the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full amendment referenced hereto as Exhibit 10.1.
Note Agreement
On September 2, 2020, the Company entered into Amendment No. 3 to its Note Agreement with Prudential. The amendment, among other things, amends the tangible net worth covenant minimum requirement to be reset as of the last day of the Company’s fiscal 2020 third quarter.
Amendment No. 3 to the Note Agreement is effective as of September 2, 2020. The foregoing description of Amendment No. 3 to the Note Agreement does not purport to be complete and is qualified in its entirety by reference to the full amendment referenced hereto as Exhibit 10.3.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
10.1 |
| Amendment No. 7 to Credit Agreement dated September 2, 2020* |
10.2 |
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10.3 |
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10.4 |
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10.5 | Amendment No. 2 to Intercreditor and Collateral Agency Agreement dated September 2, 2020* | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document and incorporated as Exhbit 101) |
*Filed Herewith
(1) Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2010
(2) Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on May 18, 2015
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.
WINMARK CORPORATION | ||
Date: September 2, 2020 | By: | /s/Anthony D. Ishaug |
Anthony D. Ishaug | ||
Chief Financial Officer and Treasurer | ||