Item 1.01 Entry into a Material Definitive Agreement.
On January 6, 2020, School Specialty, Inc. (the "Company") entered into (1) the
Third Lien Security Agreement, by and among the Company, certain of its
subsidiaries, and U.S. Bank National Association (the "Third Lien Security
Agreement"); and (2) the Third Lien Intercreditor Agreement, by and among the
Company, TCW Asset Management Company LLC, Bank of America, N.A., and U.S. Bank
National Association (the "Third Lien Intercreditor Agreement"). Pursuant to
the Third Lien Security Agreement, the Company and certain of its subsidiaries
granted liens on substantially all of their assets to U.S. Bank National
Association as the agent for and for the benefit of the holders of the Company's
deferred payment obligations. The Third Lien Security Agreement is subject to
the provisions of the Third Lien Intercreditor Agreement, which confirms the
relative priority of the respective security interests in the assets of the
Company and certain of its subsidiaries, and provides for the application, in
accordance with such priorities, of proceeds of such assets and properties.
The foregoing descriptions of the Third Lien Security Agreement and the Third
Lien Intercreditor Agreement are qualified in their entirety by reference to the
full text of the agreements, which are attached hereto as Exhibit 10.1 and 10.2,
and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The conditions to enter into the Third Lien Security Agreement and Third Lien
Intercreditor Agreement have been satisfied, including, among other things, the
condition to receive a proposal of a Specified Transaction (as defined in Fifth
Amendment, dated as of November 22, 2019, to the Loan Agreement, dated as of
April 7, 2017, by and among School Specialty, Inc., as borrower, certain of its
subsidiaries, as guarantors, the financial parties thereto, as lenders, and TCW
Asset Management Company, LLC, as agent). There can be no assurances that the
Company will enter into a definitive agreement with respect to any Specified
Transaction. The Company does not intend to comment further unless and until it
enters into a definitive agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Third Lien Security Agreement, dated January 6, 2020, by
and among School Specialty, Inc., certain of its
subsidiaries, and U.S. Bank National Association.
10.2 Third Lien Intercreditor Agreement, dated January 6, 2020,
by and among School Specialty, Inc., TCW Asset Management
Company LLC, Bank of America, N.A., and U.S. Bank National
Association.
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