- Amended Current report filing (8-K/A)
August 06 2009 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 4, 2008
United Online, Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-33367
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77-0575839
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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21301
Burbank Boulevard
Woodland
Hills, California 91367
(Address of Principal Executive Offices) (Zip
Code)
Registrants telephone
number, including area code:
(818) 287-3000
Not Applicable
(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 (see
General Instruction A.2. below):
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 240.13e-4(c))
Explanatory Note
This Amendment No. 1
to Current Report on Form 8-K/A amends and restates in its entirety the Form 8-K
originally filed by United Online, Inc. with the Securities and Exchange
Commission on August 8, 2008 and is being filed solely to replace Exhibit 10.1
with a revised Exhibit 10.1, which is the same in all respects except that
it includes schedules and exhibits thereto.
Item 1.01
Entry Into a Material Definitive
Agreement.
On August 4,
2008, United Online, Inc.s (UOL) wholly-owned indirect subsidiary,
UNOLA Corp., a Delaware corporation (Merger Sub), entered into a Credit
Agreement (the Credit Agreement) by and among Merger Sub, the financial
institutions parties thereto from time to time and Wells Fargo Bank, National
Association, as administrative agent for the lenders (the Administrative Agent).
The Credit Agreement provides Merger Sub with a $425 million senior secured
credit facility consisting of (i) a $300 million six-year term loan B
facility (the Term B Facility), (ii) a $75 million five-year term loan A
facility (the Term A Facility) and (iii) a $50 million five-year
revolving credit facility (the Revolving Credit Facility and together with
the Term A Facility and Term B Facility, the Credit Facilities) and certain
other financial accommodations including letters of credit. Loans under
the Credit Facilities will be used to finance, in part, the proposed
acquisition (the Acquisition) of FTD Group, Inc. (FTD), as previously
announced on April 30, 2008. It is expected that Merger Sub will
make borrowings under the Credit Facilities on the closing date of the proposed
acquisition of FTD (the Closing Date) and that upon the consummation of the
Acquisition, FTD will assume all of Merger Subs obligations under the Credit
Agreement.
On and following the
Closing Date, the obligations under the Credit Agreement will be guaranteed by
Merger Subs parent, UNOL Intermediate, Inc., a Delaware Corporation (Holdings),
and certain of FTDs wholly-owned domestic subsidiaries (Subsidiary Guarantors
and together with Holdings, Merger Sub and FTD, the Loan Parties). In
addition, the obligations under the Credit Agreement will be secured by a lien
on substantially all of the assets of the Loan Parties, including a pledge of
all (except with respect to foreign subsidiaries, in which case such pledge
shall be limited to 66% of the outstanding capital stock) of the outstanding
capital stock of the Loan Parties direct subsidiaries.
The interest rate
set forth in the Credit Agreement for loans made under the Revolving Credit
Facility and Term A Facility is either a base rate plus 2.5% per annum, or
LIBOR plus 3.5% per annum (with a LIBOR floor of 3.0%), in each case, with
step-downs in the interest rate depending on FTDs leverage ratio. The interest
rate set forth in the Credit Agreement for loans made under the Term B Facility
is either a base rate plus 3.5% per annum, or LIBOR plus 4.5% per annum (with a
LIBOR floor of 3.0%), in each case, with a step-down in the interest rate
depending on FTDs leverage ratio. In addition, FTD will pay a commitment
fee equal to 0.50% per annum (with step-downs in the interest rate depending on
FTDs leverage ratio) on the unused portion of the Revolving Credit
Facility. The Credit Agreement contains customary representations and
warranties, events of default, affirmative covenants and negative covenants,
that will, among other things, require the Loan Parties not to exceed a maximum
leverage ratio and to maintain a minimum fixed-charge coverage ratio and will
impose restrictions and limitations on, among other things, capital
expenditures, investments, dividends, asset sales, the Loan Parties ability to
incur additional debt, and additional liens.
2
A copy of the Credit
Agreement is filed as Exhibit 10.1 to this report and is incorporated
herein by reference. The description above of the Credit Agreement is
qualified in its entirety by the complete text of the 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 incorporated herein by reference.
Item 9.01
Financial
Statements and Exhibits.
(d)
Exhibits
.
Exhibit No.
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Description
of Exhibits
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10.1
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Credit Agreement
dated as of August 4, 2008 by and among UNOLA Corp., a Delaware
corporation, the financial institutions parties thereto from time to time and
Wells Fargo Bank, National Association, as sole lead arranger, sole book
manager and administrative agent for the lenders.
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3
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.
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UNITED
ONLINE, INC.
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Dated:
August 5, 2009
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By:
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/s/
Scott H. Ray
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Name:
Scott H. Ray
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Title:
Executive Vice President and Chief
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Financial
Officer
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4
EXHIBIT INDEX
Exhibit No.
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Description
of Exhibits
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10.1
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Credit Agreement
dated as of August 4, 2008 by and among UNOLA Corp., a Delaware
corporation, the financial institutions parties thereto from time to time and
Wells Fargo Bank, National Association, as sole lead arranger, sole book
manager and administrative agent for the lenders.
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5
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