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): September 10, 2015

 

ETHAN ALLEN INTERIORS INC.

 

(Exact name of registrant as specified in its charter)

 

Delaware

1-11692

06-1275288

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

     

Ethan Allen Drive

Danbury, CT


06811

(Address of principal executive offices)

(Zip Code)

   

 

Registrant’s telephone number, including area code: (203) 743-8000

 

 

  Not Applicable

 

 

(Former name or former address, if changed since last report)

 

   

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))

 

 



 

 
 

 

 

INFORMATION TO BE INCLUDED IN Report

 

 

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

 

Item 1.01     Entry into a Material Definitive Agreement

On September 10, 2015, Ethan Allen Global, Inc. , wholly owned subsidiary of Ethan Allen Interiors Inc. entered into Amendment No. 2 (the “Amendment”) to the amended and restated credit agreement dated as of October 21, 2014. The Amendment changes the definition of “Change in Control” (the occurrence of which triggers a default under the amended and restated credit agreement) so that the relevant provision of the such definition is only triggered by the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company who were neither (i) nominated, appointed or approved for election by the board of directors of the Company nor (ii) appointed by directors so nominated, appointed or approved.

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01     Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit

Description

10.1

Amendment No. 2 Dated as of September 10, 2015 to Amended and restated credit agreement dated as of October 21, 2014 among Ethan Allen Global, Inc., and J.P. Morgan Chase Bank, N.A. as Administrative Agent and Syndication Agent, and Capital One, National Association as Documention Agent dated as of October 21, 2014

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ETHAN ALLEN INTERIORS INC.

     

Date: September 11, 2015

By:

/s/ Corey Whitely

   

Corey Whitely

   

Executive Vice President, Administration

Chief Financial Officer and Treasurer

 

 
1

 

 

EXHIBIT INDEX

 

 

 

Exhibit

 

Description

10.1

Amended and restated credit agreement among Ethan Allen Global, Inc.y, and J.P. Morgan Chase N.A. as administrative agent and syndication agent, and Capital One, National Association as document agent dated as of October 21, 2014

 

 

2

 

 

Exhibit 10.1

 

 

EXECUTION COPY

 

AMENDMENT NO. 2

 

Dated as of September 10, 2015

 

to

 

AMENDED AND RESTATED CREDIT AGREEMENT

 

Dated as of October 21, 2014

 

THIS AMENDMENT NO. 2 (“ Amendment ”) is made as of September 10, 2015 by and among Ethan Allen Global, Inc. (the “ Borrower ”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “ Administrative Agent ”) under that certain Amended and Restated Credit Agreement dated as of October 21, 2014 by and among the Borrower, the other Loan Parties party thereto, the Lenders and the Administrative Agent (as amended and as may be further amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

 

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement;

 

WHEREAS, the Lenders party hereto and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein;

 

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, Holdings, the Lenders party hereto and the Administrative Agent have agreed to enter into this Amendment.

 

1.      Amendments to Credit Agreement . Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

 

(a)     The definition of “Change in Control” set forth in Section 1.01 of the Credit Agreement is amended to amend and restate clause (b) thereof in its entirety to read as follows:

 

(b) occupation of a majority of the seats (other than vacant seats) on the board of directors of Holdings by Persons who were neither (i) nominated, appointed or approved for election by the board of directors of the Borrower nor (ii) appointed by directors so nominated, appointed or approved;

 

(b)     Section 3.06(a) of the Credit Agreement is amended to add the parenthetical “(other than threatened actions, suits or proceedings in respect of any continuing director change in control provisions that could not reasonably be expected to have Material Adverse Effect)” to the end of clause (i) thereof.

 

2.      Conditions of Effectiveness . The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Lenders and the Administrative Agent.

 

 
 

 

 

3.      Representations and Warranties of the Borrower . The Borrower hereby represents and warrants as follows:

 

(a)     This Amendment and the Credit Agreement (as amended hereby) constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

 

(b)     As of the date hereof and giving effect to the terms of this Amendment, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, are true and correct as of the date hereof.

 

4.      Reference to and Effect on the Credit Agreement .

 

(a)     Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.

 

(b)     Except as specifically amended above, each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

 

(c)     The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.

 

5.      Consent and Reaffirmation . Without in any way establishing a course of dealing by the Administrative Agent or any Lender, the Borrower reaffirms the terms and conditions of the Credit Agreement, the Security Agreement and any other Loan Document executed by it (and any and all Liens on the Collateral granted thereunder to the Administrative Agent for itself and the Secured Parties) and acknowledges and agrees that the Credit Agreement, the Security Agreement and each and every such Loan Document executed by the Borrower in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed.

 

6.      Governing Law . This Amendment shall be construed in accordance with and governed by the law of the State of New York.

 

7.      Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

 

8.      Counterparts . This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures delivered in person.

 

[Signature Pages Follow]

 

 

 

 

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

 

 

 

ETHAN ALLEN GLOBAL, INC.,

as the Borrower

 

 

By:_____________________________________
Name:
Title:

 

 

 

 

  Signature Page to Amendment No. 2

Ethan Allen Global, Inc.

Amended and Restated Credit Agreement dated as of October 21, 2014

 

 
 

 

 

 

 

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and individually as a Lender

 

 

By:_____________________________________
Name:
Title:

 

 

 

 

  Signature Page to Amendment No. 2

Ethan Allen Global, Inc.

Amended and Restated Credit Agreement dated as of October 21, 2014

 

 
 

 

 

 

CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

 

 

By:_____________________________________
Name:
Title:

 

 

 

 

  Signature Page to Amendment No. 2

Ethan Allen Global, Inc.

Amended and Restated Credit Agreement dated as of October 21, 2014