- Current report filing (8-K)
22 November 2010 - 10:02PM
Edgar (US Regulatory)
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
November 17, 2010
Date of Report (Date of Earliest Event Reported)
ValueVision Media, Inc.
(Exact name of registrant as specified in its charter)
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Minnesota
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0-20243
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41-1673770
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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6740 Shady Oak Road,
Eden Prairie, Minnesota 55344-3433
(Address of principal executive offices, including zip code)
952-943-6000
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On November 17, 2010, we and certain of our subsidiaries entered into a Credit Agreement (the
Credit Agreement) with Crystal Financial LLC, as agent (the Agent) and as lender, and certain
other lenders from time to time party thereto. The Credit Agreement provides us and certain of our
subsidiaries with term loans in an initial amount of up to $25,000,000 (which may be increased by
capitalized interest). The term loans are secured by substantially all of our personal property,
as well as our real property located in Bowling Green, KY. The maturity date of the term loans is
November 17, 2015.
For the first 12 months from the closing date, the term loans bear cash interest at a rate equal to
6.50% plus the greater of (i) the LIBO rate, or (ii) 1.50%. Thereafter, the term loans bear cash
interest at a rate equal to 8.50% plus the greater of (i) the LIBO rate, or (ii) 1.50%. This cash
pay interest is payable monthly in arrears. The LIBO rate is the London interbank offered rate on
the first business day of each calendar month as published in the Wall Street Journal. In addition
to cash pay interest, the term loans also bear PIK interest at a rate of 3.0% per annum for the
first 12 months from November 17, 2010, and 1.0% per annum thereafter which, if not paid in cash,
shall be capitalized and added to the aggregate principal balance of the term loans. We have an
option to pay PIK interest in cash at all times.
The term loans are subject to a borrowing base based on eligible accounts receivable, eligible
inventory, certain real estate and certain eligible cash. The term loans are subject to mandatory
prepayment in certain circumstances, including, but not limited to, if the outstanding term loans
are more than the borrowing base and receipt of certain proceeds from dispositions, casualties, tax
refunds and certain other extraordinary receipts. Voluntary and mandatory prepayments of the term
loan (other than as a result of receipt of proceeds due to casualties, tax refunds or certain
extraordinary receipts) prior to November 18, 2013 require an early termination fee of (i) for the
first year, the greater of (a) yield revenue (all amounts which would be payable on account of
interest on the amount prepaid through the first 12 months minus any interest actually paid) and
(b) 3.0% of the amount prepaid, (ii) for the second year, 2.0% of the amount prepaid and (iii)
for the third year, 1.0% of the amount prepaid.
The Credit Agreement contains customary representations, warranties, covenants and events of
default, including but not limited to, covenants restricting the ability of us and certain of our
subsidiaries to (i) grant liens on our assets, (ii) make fundamental changes, including merging or
consolidating with another entity, (iii) make any material change in the nature of our business,
(iv) make certain restricted payments, including payment of dividends to our common and preferred
stockholders, (v) make certain investments, or (vi) incur certain indebtedness. The Credit
Agreement also requires that we have minimum unrestricted cash of $5,000,000 at all times. Subject
to certain exceptions, a change in control will constitute an event of default under the Credit
Agreement.
The full terms and conditions of this financing are set forth in the Credit Agreement. A copy of
the Credit Agreement is filed as Exhibit 10.1 hereto and is incorporated by reference herein. On
November 17, 2010, we issued a news release announcing the Credit Agreement. A copy of the news
release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
In addition, as disclosed on a Form 8-K filed on November 18, 2010, we entered into an amendment to
our Trademark License Agreement with NBC Universal, Inc., which, among other things, extends the
term of that agreement through May 15, 2012 in consideration for the issuance of shares of our
common stock to NBC Universal on May 15, 2011 valued at $4 million. A copy of the amendment is
filed as Exhibit 10.2 hereto and is incorporated by reference herein.
Item 1.02. Termination of a Material Definitive Agreement.
Also on November 17, 2010, in connection with the execution of the Credit Agreement described above
under Item 1.01, we terminated our Revolving Credit and Security Agreement dated November 25, 2009
with PNC Bank, National Association.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant.
The information described above under Item 1.01. Entry into a Material Definitive Agreement with
respect to the Credit Agreement is hereby incorporated by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information described above under Item 1.01. Entry into a Material Definitive Agreement with
respect to the amendment to the Trademark License Agreement with NBC Universal, Inc. is hereby
incorporated by reference. For purposes of that amendment, we will issue to NBC
Universal, Inc. that number of shares of common stock equal to the quotient obtained by dividing $4 million by the
per share price of our common stock as quoted on the Nasdaq Stock Market during the six (6) month
period immediately preceding the date of issuance. The issuance of
common stock will be effected without registration in reliance on
Section 4(2) of the Securities Act and Regulation D promulgated thereunder, as a
sale not involving a public offering.
Item 9.01. Financial Statements and Exhibits.
(d)
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10.1
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Credit Agreement dated November 17, 2010 among ValueVision Media,
Inc., as the lead borrower, certain of its subsidiaries party thereto
as borrowers, Crystal Financial LLC, as agent and a lender and the
lenders party thereto.
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10.2
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Amendment No. 2 to the Trademark License Agreement dated November 17,
2010 between ValueVision Media, Inc. and NBC Universal, Inc.
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99.1
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Press release dated November 17, 2010.
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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.
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VALUEVISION MEDIA, INC.
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/s/ Nathan E. Fagre
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Nathan E. Fagre
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Senior Vice President, General Counsel and Secretary
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Date: November 19, 2010
EXHIBIT INDEX
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No.
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Description
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Manner of Filing
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10.1
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Credit Agreement dated November 17, 2010
among ValueVision Media, Inc., as the lead
borrower, certain of its subsidiaries party
thereto as borrowers, Crystal Financial
LLC, as agent and a lender and the lenders
party thereto.
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Filed Electronically
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10.2
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Amendment No. 2 to the Trademark License
Agreement dated November 17, 2010 between
ValueVision Media, Inc. and NBC Universal,
Inc.
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Filed Electronically
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99.1
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Press release dated November 17, 2010.
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Filed Electronically
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