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Delaware
(State or other jurisdiction of
incorporation or organization)
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1-11961
(Commission File Number)
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76-0423828
(I.R.S. Employer
Identification No.)
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¨
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit No.
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Description of Exhibit
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10.1
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Fifth Amendment to Credit Agreement, dated April 14, 2014, by and among the Company, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto.
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99.1
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Press Release dated April 15, 2014.
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CARRIAGE SERVICES, INC.
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Date:
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April 15, 2014
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/s/ L. William Heiligbrodt
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L. William Heiligbrodt
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Executive Vice President and Secretary
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Exhibit No.
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Description of Exhibit
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10.1
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Fifth Amendment to Credit Agreement, dated April 14, 2014, by and among the Company, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto.
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99.1
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Press Release dated April 15, 2014.
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B.
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The Borrower has requested that the Lenders amend the Credit Agreement to
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(i)
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increase the Revolving Credit Facility to $200,000,000, (ii) increase the Term Facility to
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Applicable Fee Rate
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Pricing Level
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Senior Secured Leverage Ratio
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Commitment Fee
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1
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< 2.50 : 1.00
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0.300%
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2
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< 3.00: 1.00 but ≥ 2.50: 1.00
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0.350%
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3
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< 3.50: 1.00 but ≥ 3.00: 1.00
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0.400%
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4
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≥ 3.50: 1.00
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0.450%
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Applicable Rate
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|||
Pricing Level
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Senior Secured Leverage Ratio
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Eurodollar Rate / Letter of Credit Fees
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Base Rate
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1
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< 2.50 : 1.00
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2.000%
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1.000%
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2
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< 3.00 : 1.00 but ≥ 2.50 : 1.00
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2.500%
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1.500%
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3
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< 3.50 : 1.00 but ≥ 3.00 : 1.00
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3.000%
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2.000%
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4
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≥ 3.50 : 1.00
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3.500%
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2.500%
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(h)
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Section 2.01(a)
of the Credit Agreement is hereby amended to read as follows:
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(k)
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Section 2.07(a)
of the Credit Agreement is hereby amended to read as follows:
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Date
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Amount
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September 30, 2014
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$2,343,750
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December 31, 2014
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$2,343,750
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March 31, 2015
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$2,343,750
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June 30, 2015
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$2,343,750
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September 30, 2015
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$2,343,750
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December 31, 2015
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$2,343,750
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March 31, 2016
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$2,343,750
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June 30, 2016
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$2,343,750
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September 30, 2016
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$3,125,000
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December 31, 2016
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$3,125,000
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March 31, 2017
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$3,125,000
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June 30, 2017
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$3,125,000
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September 30, 2017
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$3,125,000
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December 31, 2017
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$3,125,000
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March 31, 2018
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$3,125,000
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June 30, 2018
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$3,125,000
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September 30, 2018
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$3,906,250
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December 31, 2018
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$3,906,250
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March 31, 2019
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$73,437,500
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(l)
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Section 2.10(b)
of the Credit Agreement is hereby amended to read as follows:
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(o)
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Section 7.02(d)
of the Credit Agreement is hereby amended to read as follows:
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(p)
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Section 7.06(a)(iv)
of the Credit Agreement is hereby amended to read as follows:
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(q)
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Section 7.11(a)
of the Credit Agreement is hereby amended to read as follows:
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Period
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Maximum Senior Secured Leverage Ratio
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Fifth Amendment Effective Date through March 30, 2015
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3.75 to 1.00
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March 31, 2015 and thereafter
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3.50 to 1.00
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2.
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REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF
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4.
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NEW LENDER REPRESENTATIONS AND AGREEMENTS.
(a) Each New
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7.
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GUARANTOR’S ACKNOWLEDGMENT.
By signing below, each Guarantor
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8.
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REFERENCE TO THE CREDIT AGREEMENT.
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REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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CARRIAGE TEAM FLORIDA
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(CEMETERY),
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Lender
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Total Allocation
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Applicable Percentage in respect of the Revolving Credit Facility
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Revolving Credit Commitment
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Applicable Percentage in respect of the Term Facility
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Term Loan
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||||||||
Bank of America, N.A.
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$
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61,000,000.00
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18.775000000
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%
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$
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37,550,000.00
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18.760000000
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%
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$
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23,450,000.00
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Regions Bank
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$
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50,000,000.00
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15.375000000
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%
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$
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30,750,000.00
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15.400000000
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%
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$
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19,250,000.00
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Raymond James Bank, N.A.
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$
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40,000,000.00
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12.312500000
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%
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$
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24,625,000.00
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12.300000000
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%
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$
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15,375,000.00
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Amegy Bank National Association
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$
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40,000,000.00
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12.312500000
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%
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$
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24,625,000.00
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12.300000000
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%
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$
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15,375,000.00
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Cadence Bank, N.A.
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$
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35,000,000.00
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10.775000000
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%
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$
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21,550,000.00
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10.760000000
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%
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$
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13,450,000.00
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Compass Bank
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$
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34,000,000.00
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10.462500000
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%
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$
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20,925,000.00
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10.460000000
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%
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$
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13,075,000.00
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BOKF, NA dba Bank of Texas
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$
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25,000,000.00
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7.687500000
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%
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$
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15,375,000.00
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7.700000000
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%
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$
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9,625,000.00
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Whitney Bank
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$
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25,000,000.00
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7.687500000
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%
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$
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15,375,000.00
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7.700000000
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%
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$
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9,625,000.00
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Texas Capital Bank, National Association
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$
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15,000,000.00
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4.612500000
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%
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$
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9,225,000.00
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4.620000000
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%
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$
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5,775,000.00
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Totals
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$
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325,000,000.00
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100.000000000
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%
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$
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200,000,000.00
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100.000000000
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%
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$
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125,000,000.00
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1.
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By the date which is 60 days after the Fifth Amendment Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), execute and deliver to the Administrative Agent:
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(a)
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Mortgages covering the property at the following locations
(1)
3239 Battlefield Parkway, Ft. Oglethorpe, GA 30742, (2) 7454 E. Brainerd Rd., Chattanooga, TN 37421, (3) 6123 Garth Rd., Baytown, TX 77521, (4) 3827 Canal St., New
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(i)
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evidence that counterparts of such Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Creditors and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid,
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(ii)
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loan or mortgage title reports or title searches, flood certificates and tax affidavits with respect to the Real Property Collateral covered by such Mortgages, and
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(iii)
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evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in such Mortgages has been taken.
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(b)
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Amendments to Mortgages covering the Real Property Collateral to the extent determined by the Administrative Agent to be necessary as a result of the modifications to the terms of the Facilities pursuant to the Fifth Amendment.
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To:
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Bank of America, N.A., as Administrative Agent Ladies and Gentlemen:
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By:
________________________________
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I.
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Section 7.01- Liens.
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A.
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Debt on acquired Property:
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$______________
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B.
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Purchase money Liens and surety bond deposits:
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$______________
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C.
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Total permitted Secured Debt (Lines I.A. + I.B.):
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$______________
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D.
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10% of Borrower's Net Worth:
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$______________
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II.
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Section 7.02- Investments.
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A.
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Investments made pursuant to Section 7.02(g):
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$______________
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B.
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Investments permitted pursuant to Section 7.02(g):
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$ 3,500,000
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C.
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Investments in Unrestricted Subsidiaries pursuant to Section 7.02(j):
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$______________
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D.
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Investments permitted pursuant to Section 7.02(j):
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$ 5,000,000
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III.
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Section 7.03- Debt.
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A.
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Trade Payables more than 90 days past due not being contested in good
faith with GAAP reserves:
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$______________
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B.
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Aggregate amount of permitted trade payables described in Line III.B.:
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$ 200,000
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C.
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Amount of other Debt outstanding pursuant to Section 7.01(j):
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$______________
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D.
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5% of Borrower's Net Worth:
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$______________
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IV.
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Section 7.05- Dispositions.
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A.
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Net Cash Proceeds from Dispositions pursuant to Section 7.05(d)
pending reinvestment:
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$______________
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B.
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Aggregate amount of permitted Net Cash Proceeds described in
Line IV.A.:
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$ 2,000,000
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V.
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Section 7.06- Restricted Payments.
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A.
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Equity Interest purchases pursuant to Section 7.06(a)(ii)(A):
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$______________
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B.
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Aggregate amount of permitted Equity Interest purchases described in Line V.A.:
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$15,000,000
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VI.
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Section 7.11 (a)- Maximum Senior Secured Leverage Ratio.
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A.
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Total Senior Secured Debt at Statement Date:
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(1)
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Debt of the Borrower and its Subsidiaries at Statement Date:
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$______________
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(2)
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Subordinated Debt of the Borrower and its Subsidiaries at Statement Date:
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$______________
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(3)
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Refinancing Subordinated Debt of the Borrower and its Subsidiaries at Statement Date:
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$______________
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(4)
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Debt of the Borrower and its Subsidiaries not secured by a Lien:
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$______________
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(5)
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Total Senior Secured Debt (Lines (VI.A.1)- (VI.A.2
+
3
+
4)):
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$______________
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(12)
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EBITDA of any Subsidiary or business Disposed of calculated on a historic business as if the same had occurred on the first day of the period for which such EBITDA is measured with such pro-forma adjustments as the Administrative Agent shall approve:
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$______________
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(13)
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EBITDA (Lines VI.B.l + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 +10- 11- 12):
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$______________
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C.
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Senior Secured Leverage Ratio (Line VI.A.5 +Line VI.B.13):
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______to________
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Period
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Maximum Senior Secured Leverage Ratio
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Fifth Amendment Effective Date through March 30, 2015
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3.75 to 1.00
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March 31, 2015 and thereafter
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3.50 to 1.00
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VII.
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Section 7.11 (b)- Maximum Fixed Charge Coverage Ratio.
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A.
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EBITDA for the Subject Period (Line VI.B.13. above):
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$______________
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B.
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Maintenance Capital Expenditures for the Subject Period:
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$______________
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C.
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Cash taxes paid during the Subject Period:
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$______________
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D.
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Cash tax refunds received during the Subject Period:
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$______________
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E.
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Dividends paid in cash during the Subject Period:
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$______________
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F.
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Cash Interest Expense during the Subject Period:
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$______________
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G.
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Scheduled and required principal payments during the Subject Period in respect of Debt
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$______________
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H.
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Scheduled and required payments made by the Borrower in respect of Deferred Purchase Price for the Subject Period (to extent not included in VII.E. and VII.F. above):
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$______________
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I.
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Fixed Charge Coverage Ratio (Lines VII.A.- VII.B.- VII.C. + VII.D.- VII.E.)+ (Lines VII.F. + VII.G. + VII.H):
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_____ to 1.00
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Minimum required:
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1.20 to 1.00
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VII.
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Section 6.12(d)- Field Level EBITDA
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A.
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Funeral Field Level EBITDA for the Subject Period:
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$______________
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B.
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Line VIII.A x .75:
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$______________
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C.
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EBITDA generated by Mortgaged Property and related operations for the Subject Period:
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$______________
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