Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - Essex Rental Corp. | essx-20150820xex101b.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): August 20, 2015
Essex Rental Corp. |
(Exact name of registrant as specified in charter) |
Delaware | 000-52459 | 20-5415048 |
(State or other jurisdiction | (Commission | (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
1110 Lake Cook Road, Suite 220, Buffalo Grove, Illinois | 60089 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 847-215-6500
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
On August 20, 2015, Essex Crane Rental Corp. ("Essex Crane"), a wholly-owned subsidiary of Essex Rental Corp., entered into a Forbearance Agreement (the "Forbearance Agreement") by and among Essex Crane, Wells Fargo Capital Finance LLC, as Administrative Agent and itself as a lender, PNC Bank, National Association, Alostar Bank of Commerce, Kayne Senior Credit Fund (QP) L.P., Kayne Senior Credit Fund L.P., 1492 Capital LLC, and Medley Capital Corporation as lenders. In connection with the Forbearance Agreement, Essex Holdings, LLC ("Holdings") executed a Consent and Reaffirmation of its guaranty obligations to the Agent and Lenders, which is an exhibit to the Forbearance Agreement. The Forbearance Agreement and the Consent and Reaffirmation are the direct result of the previously disclosed events of default under the Essex Crane Fourth Amended and Restated Credit Agreement (the “Essex Crane Revolving Credit Facility”).
Under the terms of the Forbearance Agreement, Essex Crane is permitted to request additional revolving loans under the Essex Crane Revolving Credit Facility through the period ended September 11, 2015. In exchange, Essex Crane is subject to additional reporting and documentation requirements, including the submission of a thirteen week cash flow forecast. The complete description of all terms and conditions is provided in the full text of the Forbearance Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The agent and lenders have reserved all of their respective rights and remedies available under the Essex Crane Revolving Credit Facility and applicable law as a result of the events of default or any other events of default that may otherwise occur at any time.
During the term of the Forbearance Agreement, the Company will work with its recently engaged financial advisor to create a plan to present to the lenders in an effort to enter into a longer-term forbearance agreement or otherwise remedy the previously disclosed events of default. Subject to the terms of the Forbearance Agreement, the Company expects that it will be able to continue to use the Essex Crane Revolving Credit Facility to fund operations during the term of the Forbearance Agreement.
Item 7.01. Regulation FD Disclosure
As a result of the previously disclosed events of default at Essex Crane, the lenders under the Essex Crane Revolving Credit Facility engaged a new independent third-party appraiser to estimate the orderly liquidation value of the Essex Crane equipment fleet. The desktop appraisal conducted by the newly appointed appraiser resulted in a reduction in the orderly liquidation value of Essex Crane's rental equipment fleet of approximately $64.2 million. As of July 31, 2015, the estimated orderly liquidation value of Essex Rental Corp.'s equipment fleet (including assets of both Coast Crane Company and Essex Crane), after applying the impact of the most recent appraisal reduction of 19.4% on the consolidated equipment fleet, was approximately $267.1 million. As of July 31, 2015, Essex Rental Corp.'s outstanding debt obligations were approximately $220.7 million.
Item 9.01. Financial Statements and Exhibits
Exhibit No. | Description | |
10.1 | Forbearance Agreement, dated August 20, 2015, by and between Essex Crane Rental Corp., Wells Fargo Capital Finance LLC, as agent and itself as a lender, PNC Bank, National Association, Alostar Bank of Commerce, Kayne Senior Credit Fund (QP) L.P., Kayne Senior Credit Fund L.P., 1492 Capital LLC and Medley Capital Corporation as lenders. | |
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.
ESSEX RENTAL CORP. | ||
Date: August 24, 2015 | By: | /s/ Kory M. Glen |
Name: Kory M. Glen | ||
Title: Chief Financial Officer | ||