Attached files
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EX-10.2 - GUARANTY AND SURETYSHIP AGREEMENT - Intcomex, Inc. | dex102.htm |
EX-10.1 - REVOLVING CREDIT AND SECURITY AGREEMENT - Intcomex, Inc. | dex101.htm |
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 25, 2011
INTCOMEX, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
333-134090 | 65-0893400 | |
(Commission File Number) | (IRS Employer Identification No.) |
3505 NW 107th Avenue, Miami, FL 33178
(Address of principal executive offices) (Zip Code)
(305) 477-6230
(Registrants telephone number, including area code)
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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On July 25, 2011, a wholly-owned subsidiary of Intcomex, Inc. (the Company), Software Brokers of America, Inc. (SBA and, together with its consolidated subsidiaries, the Borrower) entered into a revolving credit and security agreement (the Revolving Credit Agreement) with PNC Bank, National Association, as lender and agent (PNC Bank or the Lender). The Revolving Credit Agreement provides for a secured revolving credit facility in the aggregate amount of $30.0 million, including standby letters of credit commitments in an aggregate undrawn face amount of up to $3.0 million. The Revolving Credit Agreement has a three-year term and is scheduled to mature on July 25, 2014. The obligations of the Borrower under the Revolving Credit Agreement are secured by a first priority general lien on the assets of the Borrower. The Borrower will use the Revolving Credit Agreement for working capital, capital expenditures and general corporate purposes.
On July 25, 2011, the Company entered into a guaranty and suretyship agreement with the Lender (the Guaranty Agreement), pursuant to which the Company guaranteed the performance by the Borrower of its obligations under the Revolving Credit Agreement.
Borrowings under the Revolving Credit Agreement bear interest at the daily PNC Bank prime rate plus applicable margin of up to 0.50%, but not less than the federal funds open rate plus 0.50%, or the daily LIBOR rate plus 1.0%, whichever is greater. Alternatively, at the Borrowers option, borrowings may bear interest at a rate based on 30, 60 or 90 Day LIBOR plus an applicable margin of up to 2.75%, and in each such case payment is due at the end of the respective period. Additional default interest of 2.0% is payable after an event default. The Revolving Credit Agreement also requires the Borrower to pay a monthly maintenance fee and commitment fee of 0.25% of the unused commitment amount.
The Revolving Credit Agreement contains provisions requiring the Company and the Borrower to maintain compliance with certain financial covenants, including a minimum consolidated fixed charge coverage ratio each not less than 1.00 to 1.00 for the Company and 1.10 to 1.00 for the Borrower, in each case, for the three quarter period ending September 30, 2011, and for the four quarter period ending December 31, 2011 and as of the end of each fiscal quarter thereafter. The Revolving Credit Agreement is subject to several customary covenants and certain events of default, including, but not limited to, non-payment of principal or interest on obligations when due, violation of covenants, creation of liens, breaches of representations and warranties, cross default to certain other indebtedness, bankruptcy events and change of ownership or control.
A copy of the Revolving Credit Agreement and the Guaranty Agreement are attached to this Current Report on Form 8-K (this Report) as Exhibits 10.1 and 10.2, respectively.
Item 1.02. Termination of a Material Definitive Agreement.
On July 25, 2011, in connection with the Revolving Credit Agreement discussed in Item 1.01, Entry into a Material Definitive Agreement, of this Report (Item 1.01), SBA terminated the credit agreement, dated August 12, 2005 and as amended, between SBA and Comerica Bank (the Comerica Credit Agreement). Certain proceeds from the Revolving Credit Agreement, which replaced the Comerica Credit Agreement and increased the potential availability by $5.0 million to $30.0 million, were used to pay off outstanding obligations under the Comerica Credit Agreement. As of the date of this Current Report on Form 8-K, SBA had no outstanding borrowings under the Comerica Credit Agreement.
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 in Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 | Revolving Credit and Security Agreement, dated as of July 25, 2011, by and among Software Brokers of America, Inc., and its consolidated subsidiaries, as Borrower and PNC Bank, National Association, as Lender and as Agent. | |
10.2 | Guaranty and Suretyship Agreement, dated as of July 25, 2011, by Intcomex, Inc., as Guarantor. |
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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.
Intcomex, Inc. | ||||
Date: July 29, 2011 | By: | /s/ Russell A. Olson | ||
Name: | Russell A. Olson | |||
Title: | Chief Financial Officer |
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EXHIBIT INDEX
Exhibit Number |
Exhibit Title | |
10.1 | Revolving Credit and Security Agreement, dated as of July 25, 2011, by and among Software Brokers of America, Inc., and its consolidated subsidiaries, as Borrower and PNC Bank, National Association, as Lender and as Agent. | |
10.2 | Guaranty and Suretyship Agreement, dated as of July 25, 2011, by Intcomex, Inc., as Guarantor. |
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