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See “Part I—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.
−Removed: Our New Credit Facility contains restrictive and financial covenants that may limit our operating flexibility.
−Removed: Our New Credit Facility contains certain restrictive covenants that either limit our ability to, or require a mandatory prepayment in the event that, we or our subsidiaries engage in new lines of business, incur additional indebtedness or liens, make certain investments, make certain payments, pay cash dividends, merge with other companies or consummate certain changes of control, make certain acquisitions, transfer or dispose of certain assets, liquidate or dissolve, amend certain material agreements, enter into sale and leaseback transactions, enter into various other specified transactions, or change our name, location, or executive office without notice.
−Removed: We, therefore, may not be able to engage in any of the foregoing transactions unless we obtain the consent of the lenders, or in certain cases Blackstone on their behalf, or prepay the outstanding amount under the New Credit Facility.
−Removed: The New Credit Facility also contains a financial covenant that requires us to maintain at all times cash and cash equivalents in certain deposit accounts in an amount at least equal to $10.0 million.
−Removed: Our obligations under the New Credit Facility are secured by all of our assets, with certain exceptions.
−Removed: We may not be able to generate sufficient cash flow or sales to meet the financial covenants or pay the principal and interest under the New Credit Facility.
−Removed: Furthermore, our future working capital, borrowings or equity financing could be unavailable to repay or refinance the amounts outstanding under the New Credit Facility.
−Removed: In the event of a liquidation, the lenders under the facility would be repaid all outstanding principal and interest prior to distribution of assets to unsecured creditors, and the holders of our common stock would receive a portion of any liquidation proceeds only if all of our creditors then existing, including the lenders under the New Credit Facility, were first repaid in full.
−Removed: Our failure to comply with the covenants or other terms of the New Credit Facility, including as a result of events beyond our control, could result in a default under the New Credit Facility that could materially and adversely affect the ongoing viability of our business.
−Removed: Blackstone and the other Lenders may elect to accelerate the repayment of all unpaid principal of the Loans, accrued interest and other amounts owed under the New Credit Facility upon consummation of a specified change of control transaction or the occurrence of certain events of default (as specified in the New Credit Facility), including, among other things:
−Removed: our default in a payment obligation under the New Credit Facility;
−Removed: our breach of the restrictive covenants or other terms of the New Credit Facility;
+Added: Our Blackstone Credit Agreement contains restrictive and financial covenants that may limit our operating flexibility.
+Added: Our Blackstone Credit Agreement contains certain restrictive covenants that either limit our ability to, or require a mandatory prepayment in the event that, we or our subsidiaries engage in new lines of business, incur additional indebtedness or liens, make certain investments, make certain payments, pay cash dividends, merge with other companies or consummate certain changes of control, make certain acquisitions, transfer or dispose of certain assets, liquidate or dissolve, amend certain material agreements, enter into sale and leaseback transactions, enter into various other specified transactions, or change our name, location, or executive office without notice.
+Added: We, therefore, may not be able to engage in any of the foregoing transactions unless we obtain the consent of the lenders, or in certain cases Blackstone on their behalf, or prepay the outstanding amount under the Blackstone Credit Agreement.
+Added: The Blackstone Credit Agreement also contains a financial covenant that requires us to maintain at all times cash and cash equivalents in certain deposit accounts in an amount at least equal to $10.0 million.
+Added: Our obligations under the Blackstone Credit Agreement are secured by all of our assets, with certain exceptions.
+Added: We may not be able to generate sufficient cash flow or sales to meet the financial covenants or pay the principal and interest under the Blackstone Credit Agreement.
+Added: Furthermore, our future working capital, borrowings or equity financing could be unavailable to repay or refinance the amounts outstanding under the Blackstone Credit Agreement.
+Added: In the event of a liquidation, the lenders under the facility would be repaid all outstanding principal and interest prior to distribution of assets to unsecured creditors, and the holders of our common stock would receive a portion of any liquidation proceeds only if all of our creditors then existing, including the lenders under the Blackstone Credit Agreement, were first repaid in full.
+Added: Our failure to comply with the covenants or other terms of the Blackstone Credit Agreement, including as a result of events beyond our control, could result in a default under the Blackstone Credit Agreement that could materially and adversely affect the ongoing viability of our business.
+Added: Blackstone and the other Lenders may elect to accelerate the repayment of all unpaid principal of the Loans, accrued interest and other amounts owed under the Blackstone Credit Agreement upon consummation of a specified change of control transaction or the occurrence of certain events of default (as specified in the Blackstone Credit Agreement), including, among other things:
+Added: ● our default in a payment obligation under the Blackstone Credit Agreement;
+Added: ● our breach of the restrictive covenants or other terms of the Blackstone Credit Agreement;
● our breach of reporting obligations;
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● certain specified insolvency and bankruptcy-related events.
−Removed: Subject to any applicable cure period set forth in the New Credit Facility, all amounts outstanding with respect to the Loans (principal and accrued interest), as well as any applicable prepayment premiums or interest “make-whole” payments, would become due and payable, and upon the occurrence of a payment event of default and following acceleration of the Loans, all past due obligations shall bear interest at a default interest rate that is 2.00% higher than the otherwise applicable rate.
+Added: Subject to any applicable cure period set forth in the Blackstone Credit Agreement, all amounts outstanding with respect to the Loans (principal and accrued interest), as well as any applicable prepayment premiums or interest “make-whole” payments, would become due and payable, and upon the occurrence of a payment event of default and following acceleration of the Loans, all past due obligations shall bear interest at a default interest rate that is 2.00% higher than the otherwise applicable rate.
Our assets or cash flow may not be sufficient to fully repay our obligations under the Loans if the obligations thereunder are accelerated upon any events of default.
−Removed: Further, if we are unable to repay, refinance or restructure our obligations under the Loans, the Administrative Agent on behalf of the Lenders could proceed to protect and enforce their rights under the New Credit Facility and other loan documents by exercising such remedies (including foreclosure on the assets securing our obligations under the New Credit Facility and the other loan documents) as are available to the Administrative Agent and the Lenders and in respect thereof under applicable law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or other agreement contained in the New Credit Facility or other loan documents or in aid of the exercise of any power granted in the New Credit Facility or other loan documents.
+Added: Further, if we are unable to repay, refinance or restructure our obligations under the Loans, the Administrative Agent on behalf of the Lenders could proceed to protect and enforce their rights under the Blackstone Credit Agreement and other loan documents by exercising such remedies (including foreclosure on the assets securing our obligations under the Blackstone Credit Agreement and the other loan documents) as are available to the Administrative Agent and the Lenders and in respect thereof under applicable law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or other agreement contained in the Blackstone Credit Agreement or other loan documents or in aid of the exercise of any power granted in the Blackstone Credit Agreement or other loan documents.
Such repayment could have a material adverse effect on our business, operating results and financial condition.
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Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.
−Removed: Furthermore, our New Credit Facility contains negative covenants that limit our ability to pay dividends.
+Added: Furthermore, our Blackstone Credit Agreement contains negative covenants that limit our ability to pay dividends.
Unregistered Sales of Equity Securities and Use of Proceeds .
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.