AMERICAS CARMART INC: Conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (Form 8-K)

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Article 1.01. The conclusion of an important definitive agreement.

At September 29, 2021, America’s Car-Mart, Inc., a Texas the company (the “Company”), and its subsidiaries, Colonial Auto Financing, Inc., a Arkansas
company (“Colonial”), America’s Car Mart, Inc., a Arkansas company (“ACM”), and Texas Car-Mart, Inc., a Texas company (“TCM” and collectively with Colonial and ACM, the “Subsidiaries”), has entered into Addendum No. 3 to the Third Amended and Restated Loan and Guarantee Agreement (the “Agreement”), dated September 30, 2019, by and among the Company, Colonial, ACM, TCM and a group of lenders, as previously amended on October 29, 2020, and February 10, 2021.

Amendment No. 3 to the Agreement (the “Amendment”) extends the term of the Company’s revolving credit facilities to September 29, 2024 and increases the total borrowings authorized from $ 326 million To $ 600 million, including an increase in the Colonial revolving line of credit $ 316 million To $ 570 million and an increase in the ACM-TCM revolving credit line of $ 10 million
To $ 30 million. In connection with this increase, CIBC Bank United States and Axos Bank
joined the group of lenders. The lender group now includes BMO Harris Bank NA. ($ 88 million engagement, from $ 71 million), Wells Fargo Bank, NA ($ 84 million engagement, from $ 50 million), BOKF, NA d / b / a BOK Financial ($ 55 million engagement, from $ 50 million), MUFG Union Bank, NA ($ 84 million
engagement, from $ 50 million), First Horizon Bank ($ 75 million engagement, from $ 50 million), Arvest Bank ($ 40 million engagement, from $ 30 million),
Commercial bank ($ 40 million engagement, from $ 25 million), CIBC Bank United States ($ 50 million engagement), and Axos Bank ($ 84 million commitment). TO July 31, 2021, at the end of the Company’s first fiscal quarter, there were approximately $ 53 million in additional availability under the Contract.

The Addendum also amends the distribution limitations under the Agreement to renew the aggregate limit on repurchases by the Company of its common shares authorized under the Agreement. As amended, the distribution limitations under the Agreement allow the Company to repurchase shares of its common stock as long as: (a) the total amount of repurchases after September 30, 2021 do not exceed $ 50 million, net of proceeds received from the exercise of stock options and total availability under credit facilities is equal to or greater than 20% of the sum of the borrowing bases, in each case after giving effect of these redemptions (redemptions under this item are excluded from the fixed costs for the calculation of restrictive covenants), or (b) the total amount of these redemptions does not exceed 75% of the consolidated net profit of the Company measured on a basis of twelve consecutive months; provided that immediately before and after giving effect to the repurchases of shares of the Company, at least 12.5% ​​of the total funds committed under the credit facilities remain available.

In addition, the Amendment increases the amount of authorized capital expenditures of the Company by $ 25,000,000 To $ 35,000,000, overall, during any exercise and restores the accordion function to $ 100,000,000.

Finally, the Amendment adds certain mechanisms for the replacement of LIBOR as the benchmark interest rate applicable under the Agreement, including mechanisms to switch to the termination of LIBOR at a rate based on the overnight funding rate. the guaranteed day (“SOFR”) published by the Federal Reserve Bank of New York, and for the transition to an alternative benchmark rate in the event of unavailability of SOFR-based alternatives or certain other subsequent transition events.

Certain members of the loan group under the Agreement, or their respective affiliates, have or may have various relationships with the Company and its subsidiaries involving the provision of a variety of financial services, including cash management, commercial banking, trust, financial advice or other financial and business services, for which they have received, or will receive, customary fees and expenses.

The above descriptions are summaries and are qualified in their entirety by Amendment # 3, which is filed as an attachment to this report and is incorporated herein by reference.

Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant.

The information set forth above in Section 1.01 is hereby incorporated by reference into this Section 2.03.

Article 9.01. Financial statements and supporting documents.

(d) Exhibitions.

  10.1        Third Amended and Restated Loan and Security Agreement dated
            September 30, 2019, among America's Car-Mart, Inc., a Texas
            corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas
            corporation, America's Car Mart, Inc., an Arkansas corporation, and
            Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and
            certain financial institutions, as Lenders, with BMO Harris Bank,
            N.A., as Agent, Lead Arranger and Book Manager (Incorporated by
            reference to Exhibit 10.1 to the Company's Current Report on Form
            8-K filed with the SEC on October 1, 2019).
  10.2        Amendment No. 1 to Third Amended and Restated Loan and Security
            Agreement dated October 29, 2020, among America's Car-Mart, Inc., a
            Texas corporation, as Parent; Colonial Auto Finance, Inc., an
            Arkansas corporation, America's Car Mart, Inc., an Arkansas
            corporation, and Texas Car-Mart, Inc., a Texas corporation, as
            Borrowers; and certain financial institutions, as Lenders, with BMO
            Harris Bank, N.A., as Agent, Lead Arranger and Book Manager
            (Incorporated by reference to Exhibit 4.2 to the Company's Current
            Report on Form 8-K filed with the SEC on November 4, 2020).
  10.3        Amendment No. 2 to Third Amended and Restated Loan and Security
            Agreement dated February 10, 2021, among America's Car-Mart, Inc.,
            a Texas corporation, as Parent; Colonial Auto Finance, Inc., an
            Arkansas corporation, America's Car Mart, Inc., an Arkansas
            corporation, and Texas Car-Mart, Inc., a Texas corporation, as
            Borrowers; and certain financial institutions, as Lenders, with BMO
            Harris Bank, N.A., as Agent, Lead Arranger and Book Manager
            (Incorporated by reference to Exhibit 10.2 to the Company's Current
            Report on Form 8-K filed with the SEC on February 16, 2021).
  10.4        Amendment No. 3 to Third Amended and Restated Loan and Security
            Agreement dated September 29, 2021, among America's Car-Mart, Inc.,
            a Texas corporation, as Parent; Colonial Auto Finance, Inc., an
            Arkansas corporation, America's Car Mart, Inc., an Arkansas
            corporation, and Texas Car-Mart, Inc., a Texas corporation, as
            Borrowers; and certain financial institutions, as Lenders, with BMO
            Harris Bank, N.A., as Agent, Lead Arranger and Book Manager.
  99.1        Press release announcing Amendment No. 3 to the Third Amended and
            Restated Loan and Security Agreement.
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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