Current Report Filing (8-k)
November 08 2018 - 5:14PM
Edgar (US Regulatory)
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):
November 8, 2018
TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-36803
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20-0640002
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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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1001 US North Highway 1, Suite 201, Jupiter, Florida
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33477
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(Address of Principal Executive Offices)
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(Zip Code)
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399 Executive Boulevard, Elmsford, New York
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10523
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(Mailing Address)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code:
(212) 246-6700
Not Applicable
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(Former Name or Former Address, If Changed Since Last Report)
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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):
☐ 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. ☐
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Item 1.01
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Entry Into a Material Definitive Agreement.
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On November 8, 2018,
TSI Holdings II, LLC, and Town Sports International, LLC (the “
Borrower
”) entered into a Second Amendment to
Credit Agreement (the “
Second Amendment
”), dated as of November 15, 2013, as amended by that certain First
Amendment to Credit Agreement, dated as of January 30, 2015 (the “
Credit Agreement
”) with Deutsche Bank AG
New York Branch, as RL Lender and administrative agent for the lenders.
The Second Amendment
amended the Credit Agreement to extend the Initial Revolving Loan Maturity Date (as defined in the Credit Agreement) from November
15, 2018 to August 14, 2020 and adjust the Total Leverage Ratio financial maintenance covenant. In connection with the Second Amendment,
the Borrower decreased the aggregate
Revolving Loan Commitments (as defined in the
Credit
Agreement) from $45,000,000 to $15,000,000.
The foregoing description
of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is
filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit No.
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Description
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10.1
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Second Amendment to Credit Agreement, dated as of November 8, 2018.
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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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TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
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Dated: November 8, 2018
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By:
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/s/
Carolyn Spatafora
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Name:
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Carolyn Spatafora
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Title:
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Chief Financial Officer
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