Current Report Filing (8-k)
September 12 2017 - 5:06PM
Edgar (US Regulatory)
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):
September 12, 2017 (September 8, 2017)
TRUETT-HURST,
INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction
of incorporation)
|
001-35973
(Commission
File Number)
|
46-1561499
(I.R.S. Employer
Identification No.)
|
5610 Dry Creek Road, Healdsburg, CA 95448
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including
area code: (707) 431-4423
(Former name or former address, if changed
since last report): Not applicable
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:
¨
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))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
|
Item 1.01.
|
Entry into a Material Definitive Agreement
|
On September 8, 2017, H.D.D. LLC (the “LLC”),
a subsidiary of Truett-Hurst, Inc. (together with the LLC, the “Company”) entered into the Modification Agreement,
dated as of August 17, 2017 (the “Modification Agreement”), to the Loan and Security Agreement, dated as of July 6,
2015 (the “Credit Agreement”), with Bank of the West (the “Lender”). In connection with, and pursuant to
the terms and conditions of the Modification Agreement, the LLC received an Accounts Receivable Line of Credit Note, dated as of
August 17, 2017 (the “Note”), with an aggregate principal balance of $10 million from the Lender (the Credit Agreement
as modified, the Note, and any and all other agreements, instruments and documents executed by the Company and/or the Lender related
to the Credit Agreement or the Note, collectively, the “Loan Documents”). The Company intends to use the proceeds from
the Note for general working capital purposes. All outstanding principal and interest under the Note is due on or before July 31,
2018. Amounts repaid by the Company to the Lender under the Note prior to July 31, 2018 may be reborrowed. The aggregate principal
balance outstanding under the Note bears interest at 2.25% above the one-month LIBOR. The LLC has the option to fix portions of
the aggregate principal balance outstanding, in minimum increments of $100,000, at 2.25% above the corresponding month’s
LIBOR for periods of one to six months.
The Loan Documents contain usual and customary covenants, including,
without limitation:
|
·
|
A limitation on incurring senior indebtedness;
|
|
·
|
A limitation on making loans and advances;
|
|
·
|
A limitation on investments, acquisitions, and capital expenditures; and
|
|
·
|
A limitation on liens, mergers and sales of assets.
|
In addition, the Loan Documents maintain a minimum current assets
to current liabilities ratio covenant (measured quarterly) and a maximum debt to effective tangible net worth ratio (measured quarterly).
The LLC must achieve EBITDA of at least $357,000 for the fiscal
quarter ending September 30, 2017, of at least $434,000 for the fiscal quarter ending December 31, 2017, of at least $289,000 for
the fiscal quarter ending March 31, 2018, and at least $242,000 for the fiscal quarter ending June 30, 2018.
The foregoing description does not purport
to be a complete description and is qualified in its entirety by reference to the Modification Agreement and the Note, which are
filed herewith as Exhibits 10.1 and 10.2 and incorporated by reference into this Item 1.01.
|
Item 9.01.
|
Financial Statements and Exhibits
|
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.
Truett-Hurst, Inc.
|
|
|
|
|
By:
|
/s/ Phillip L. Hurst
|
|
Phillip L. Hurst
|
|
President and Chief Executive Officer
|
|
Date:
September 12, 2017
EXHIBIT INDEX
Truett Hurst (CE) (USOTC:THST)
Historical Stock Chart
From Mar 2024 to Apr 2024
Truett Hurst (CE) (USOTC:THST)
Historical Stock Chart
From Apr 2023 to Apr 2024