Subsequent Events |
9 Months Ended |
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Jun. 30, 2020 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events Conversion of Class B Common Stock to Class A Common Stock
Subsequent to June 30, 2020, a stockholder of the Company converted a total of 445,520 shares of the Company’s Class B common stock, on a one-for-one basis, into shares of the Company’s Class A common stock. Following the conversion, there were 33,875,884 shares of Class A common stock and 17,905,861 shares of Class B common stock outstanding.
Recent Financing Activities
On July 30, 2020 (the “Amendment Date”), the Company and each of its wholly owned subsidiaries (collectively, the “Borrowers”) entered into the Amended Credit Agreement, which amended and restated in its entirety the BBVA Credit Agreement. Immediately prior to the Amendment Date, the aggregate principal amount of Term Loan advances outstanding under the BBVA Credit Agreement was $66.1 million, and the aggregate amount of the lenders’ commitments under the Revolving Credit Facility provided by the BBVA Credit Agreement was $30.0 million. The Amended Credit Agreement, among other things, (i) increased the aggregate amount of the lender commitments under the Revolving Credit Facility by $20.0 million, (ii) increased the Term Loan commitments by $30.0 million, all of which was advanced to the Borrowers on the Amendment Date, and (iii) made certain other amendments and modifications to the BBVA Credit Agreement.
Under the Amended Credit Agreement, the principal amount of Term Loan advances made prior to April 30, 2020 (having an outstanding principal balance of $48,550,000 on the Amendment Date) will be repaid in quarterly installments of $2,050,000, and the principal amount of Term Loan advances made on or after April 30, 2020 (having an outstanding principal balance of $17,550,000 immediately prior to the Amendment Date) will be repaid in quarterly installments of $1,200,000, in each case beginning on September 30, 2020 and at the end of each calendar quarter thereafter. Interest will be due and payable on the last business day of each month. In addition, the Borrowers will pay, among other fees: (i) a quarterly unused revolver commitment fee equal to 0.20% of the daily average amount of unused commitments under the Revolving Credit Facility during the quarter, (ii) a quarterly letter of credit fee equal to the greater of (A) $600 or (B) the product of either 0.70% or 0.75% (depending on the Company’s consolidated leverage ratio) and the aggregate average daily undrawn amounts of all letters of credit outstanding during the quarter and (iii) a letter of credit facility fee equal to 0.20% of the face amount of each such letter of credit issued in favor of the Borrowers. All outstanding advances are due and payable in full on October 1, 2024. The Borrowers generally may (and must, under certain circumstances), subject to various requirements, prepay all or a portion of the outstanding balance of the advances, together with accrued interest thereon, prior to their contractual maturity.
The obligations of the Borrowers under the Amended Credit Agreement and the other loan documents delivered in connection therewith continue to be secured by a first priority security interest in substantially all of the existing and future property of the Borrowers.
The annual interest rates applicable to advances made under the Amended Credit Agreement are calculated, at the Company’s option, by using either a base rate or LIBOR, in each case plus an applicable margin percentage that corresponds to the Company’s consolidated total leverage ratio, which margin percentage will be at least 1.50% for all advances, whether made prior, on or subsequent to the Amendment Date. Upon the occurrence of certain triggering events relating to the end of LIBOR, the Borrowers and BBVA will select a different benchmark rate to replace LIBOR as the reference rate for interest accruing on certain advances.
The Amended Credit Agreement contains customary representations and warranties and certain covenants that limit (subject to certain exceptions) the ability of the Borrowers to, among other things, (i) incur or guarantee additional indebtedness, (ii) incur or suffer to exist liens securing indebtedness, (iii) make investments, (iv) consolidate, merge or transfer all or substantially all of their assets, (v) sell assets, (vi) pay dividends or other distributions on, redeem or repurchase capital stock, and (vii) enter into transactions with affiliates. In addition, the Amended Credit Agreement contains financial covenants that require the Company’s consolidated leverage ratio and fixed charge coverage ratio, in each case as defined in the Amended Credit Agreement, to be less than certain maximum levels.
The Amended Credit Agreement also contains customary events of default. If such an event of default occurs, the lenders would be entitled to take various actions, including the acceleration of amounts due under the Amended Credit Agreement and actions permitted to be taken by a secured creditor.
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