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): July 7, 2016
PCM, Inc.
(Exact name of registrant as specified in its charter)
Delaware of incorporation) |
000-25790 (Commission File Number) |
95-4518700 (IRS Employer Identification No.) |
1940 E. Mariposa Ave.
El Segundo, California 90245
(Address of principal executive offices)(zip code)
(310) 354-5600
(Registrant’s telephone number, including area code)
(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.):
| [ ] | 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)) |
| Item 1.01 | Entry Into a Material Definitive Agreement. |
On July 7, 2016, PCM, Inc. (“PCM” or “Company”), all of its wholly-owned domestic subsidiaries (collectively, the “US Borrowers”), all of its Canadian subsidiaries (collectively, the “Canadian Borrowers”), entered into a First Amendment to Fourth Amended and Restated Loan and Security Agreement (the “First Amendment to Fourth Amended Loan Agreement”) with certain lenders named therein (the “Lenders”) and Wells Fargo Capital Finance, LLC as administrative and collateral agent for the Lenders (the “Agent”).
The First Amendment to Fourth Amended Loan Agreement provides for, among other things: (i) an increase in the Maximum Credit, as defined in the Fourth Amended Agreement, from $275,000,000 to $290,000,000; (ii) the addition of certain eligible accounts that may be generated by a joint venture of the Company not to exceed 20% of all other eligible accounts and authorization of Company performance guarantees related to the joint venture; and (iii) the addition of a channel finance facility for up to $50 million as more fully described below.
Also on July 7, 2016, PCM entered into a Credit Agreement with Castle Pines Capital LLC (“Castle Pines”). The Credit Agreement provides for a credit facility (“Channel Finance Facility”) to finance the purchase of inventory from a list of approved vendors. The aggregate availability under the Channel Finance Facility is variable and discretionary, but has initially been set at $35 million. Each advance under the Channel Finance Facility will be made directly to an approved vendor and must be repaid on the earlier of (i) the payment due date as set by Castle Pines or (ii) the date (if any) when the inventory is lost, stolen or damaged. No interest accrues on advances paid on or prior to payment due date. The Channel Finance Facility is secured by a lien on certain of PCM’s assets, subject to an intercreditor arrangement with the Lenders. The Channel Finance Facility has an initial term of one year, but shall be automatically renewed for one year periods from year to year thereafter unless terminated earlier by either party within reasonable notice periods.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.
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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.
| PCM, INC. | ||
| By: | /s/ Brandon H. LaVerne | |
| Name: | Brandon H. LaVerne | |
| Title: | Chief Financial Officer | |
Dated: July 13, 2016
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