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HOOPER HOLMES INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

July 10, 2014



Item 1.01. Entry into a Material Definitive Agreement.

On July 9, 2014, Hooper Holmes, Inc. (the "Company") entered into the Second Amendment to the Loan and Security Agreement (the "Second Amendment") with ACF FinCo I LP ("ACF"), the assignee of Keltic Financial Partners II, LP ("Keltic"). The Second Amendment amends the terms and conditions of that certain Loan and Security Agreement, dated as of February 28, 2013, and amended by that certain First Amendment to Loan and Security Agreement, dated as of March 28, 2013, by and between the Company and Keltic (as amended, restated, supplemented and otherwise modified from time to time, the "Loan and Security Agreement"). The Company has had no borrowings outstanding on the Loan and Security Agreement since October 2013. The following summarizes certain terms of the Second Amendment:

Under the Second Amendment, the negative covenant in the Loan and Security Agreement regarding the Company's EBITDA has been amended and restated in its entirety to provide that the Company covenants and agrees that EBITDA, as of and for each twelve (12) consecutive calendar month period ending on the last day of each Fiscal Quarter, commencing with the fiscal quarter ending March 31, 2015, shall not be less than $100,000.

Additionally, pursuant to the Second Amendment, certain definitions in the Definition Schedule have been amended, including, as follows: (a) "Borrowing Base" has been amended to include an amount not to exceed the least of (i) fifty percent (50%) of the aggregate amount of "Unbilled Eligible Receivables" at the time of calculation, (ii) $2,500,000 and (iii) fifty percent (50%) of the Borrowing Base as most recently previously calculated; (b) "EBITDA" will (i) be calculated using the Company's net income, and (ii) include any gains or losses resulting from the sale of any owned real estate or from the sale of all or substantially all of the assets constituting the Company's "Hooper Holmes Services" or "Heritage Labs" businesses; and (c) "Eligible Receivable" excludes "Unbilled Receivables" and the amounts in excess of fifty percent (50%) of the total amount of all "Eligible Receivables" attributable to the "Eligible Receivables" of "Identified Account Debtors," as defined. The Second Amendment also adds the definitions of "Identified Account Debtor," "Unbilled Eligible Receivable" and "Unbilled Receivable."

Pursuant to the Second Amendment, Section 6 of the Borrowing Base Certificate to be delivered under the Loan and Security Agreement, which is attached as Schedule 1 to the Second Amendment, has been amended and restated to reflect the changes to the definition of "Eligible Receivable."

The Second Amendment also contains other customary representations, warranties, terms and conditions.

The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, including Schedule 1 to such amendment, attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of the Current Report on Form 8-K filed by the Company on March 6, 2013 and Exhibits 10.1, 10.2, 10.3 and 10.4 attached thereto are incorporated by reference into this Item 2.03.

The information provided in Item 1.01 of the Current Report on Form 8-K filed by the Company on March 29, 2013 and Exhibits 10.1 and 10.2 attached thereto are incorporated by reference into this Item 2.03.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1 Second Amendment to Loan and Security Agreement, dated July 9, 2014,

between ACF, as assignee of Keltic, and the Company


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Source: Edgar Glimpses


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