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Wisconsin
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001-34806
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39-1152983
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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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Item 1.01
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Entry into a Material Definitive Agreement
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(4.1)
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Amendment No. 1, dated as of December 18, 2014, to Second Amended and Restated Credit Agreement, dated as of April 28, 2014, by and among Quad/Graphics, Inc., as the Borrower, the Lenders party thereto, JPMorganChase Bank, N.A., as Administrative Agent, Bank of America, N.A. and U.S. Bank National Association, as Co-Syndication Agents, and BMO Harris Bank N.A., Fifth Third Bank, TD Bank, N.A. and Wells Fargo Bank, National Association, as Co-Mailing Agents.
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QUAD/GRAPHICS, INC.
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Date:
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December 23, 2014
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By:
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/s/ Jennifer J. Kent
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Jennifer J. Kent
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Vice President, General Counsel and Secretary
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Exhibit Number
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(4.1)
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Amendment No. 1, dated as of December 18, 2014, to Second Amended and Restated Credit Agreement, dated as of April 28, 2014, by and among Quad/Graphics, Inc., as the Borrower, the Lenders party thereto, JPMorganChase Bank, N.A., as Administrative Agent, Bank of America, N.A. and U.S. Bank National Association, as Co-Syndication Agents, and BMO Harris Bank N.A., Fifth Third Bank, TD Bank, N.A. and Wells Fargo Bank, National Association, as Co-Mailing Agents.
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QUAD/GRAPHICS, INC.,
as the Borrower
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By:
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/s/ Jennifer Kent
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Name: Jennifer Kent
Title: Secretary
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JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Revolving Lender, Term A Loan Lender, Issuing Bank and Swingline Lender
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By:
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/s/ Suzanne Ergastolo
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Name: Suzanne Ergastolo
Title: Vice President
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BANK OF AMERICA, N.A.
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By:
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/s/ Steven K. Kessler
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Name: Steven K. Kessler
Title: Senior Vice President
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U.S. BANK NATIONAL ASSOCIATION
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By:
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/s/ Mila Yakovlev
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Name: Mila Yakovlev
Title: Vice President
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PNC BANK, NATIONAL ASSOCIATION
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By:
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/s/ Henry Hissrich
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Name: Henry Hissrich
Title: Senior Vice President
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SUNTRUST BANK
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By:
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/s/ Vinay Desai
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Name: Vinay Desai
Title: Vice President
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BMO HARRIS BANK N.A.
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By:
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/s/ Jude M. Carlin
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Name: Jude M. Carlin
Title: Vice President
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FIFTH THIRD BANK
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By:
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/s/ Gary S. Losey
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Name: Gary S. Losey
Title: VP - Corporate Banking
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TD BANK, N.A.
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By:
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/s/ Shreya Shah
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Name: Shreya Shah
Title: Senior Vice President
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WELLS FARGO BANK, NATIONAL ASSOCIATION
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By:
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/s/ Mark H. Halldorson
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Name: Mark H. Halldorson
Title: Director
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THE NORTHERN TRUST COMPANY
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By:
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/s/ Patrick Cowan
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Name: Patrick Cowan
Title: Senior Vice President
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ASSOCIATED BANK, N.A.
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By:
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/s/ Brian Cota
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Name: Brian Cota
Title: Vice President
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BARCLAYS BANK PLC
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By:
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/s/ Christopher R. Lee
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Name: Christopher R. Lee
Title: Assistant Vice President
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BRANCH BANKING AND TRUST COMPANY
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By:
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/s/ Kurt W. Anstaett
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Name: Kurt W. Anstaett
Title: Senior Vice President
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GOLDMAN SACHS BANK USA
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By:
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/s/ Michelle Latzoni
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Name: Michelle Latzoni
Title: Authorized Signatory
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HSBC BANK USA, NATIONAL ASSOCIATION
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By:
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/s/ Joseph Philbin
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Name: Joseph Philbin
Title: Senior Vice President
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BANK MUTUAL
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By:
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/s/ Mark Bruss
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Name: Mark Bruss
Title: Vice President
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
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By:
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/s/ Christopher Day
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Name: Christopher Day
Title: Authorized Signatory
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By:
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/s/ Remy Riester
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Name: Remy Riester
Title: Authorized Signatory
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SANTANDER BANK, N.A.
(fomerly Sovereign Bank, N.A.)
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By:
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/s/ Thomas J. Devitt
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Name: Thomas J. Devitt
Title: Senior Vice President
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AZB FUNDING
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By:
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/s/ Hiroshi Matsumoto
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Name: Hiroshi Matsumoto
Title: Deputy General Manager
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AZB FUNDING 4 LIMITED
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By:
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/s/ Hiroshi Matsumoto
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Name: Hiroshi Matsumoto
Title: Deputy General Manager
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BOKF, NA dba Bank of Oklahoma
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By:
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/s/ Paul E. Johnson
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Name: Paul E. Johnson
Title: Vice President
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BNPP IP CLO 2014 - II, LLC
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By:
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/s/ Vanessa Ritter
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Name: Vanessa Ritter
Title: Portfolio Manager
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CARLYLE GLOBAL MARKET STRATEGIES CLO 2012-1, LTD.
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By:
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/s/ Linda Pace
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Name: Linda Pace
Title: Managing Director
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CARLYLE GLOBAL MARKET STRATEGIES CLO 2012-2, LTD.
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By:
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/s/ Linda Pace
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Name: Linda Pace
Title: Managing Director
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CARLYLE GLOBAL MARKET STRATEGIES CLO 2012-3, LTD.
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By:
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/s/ Linda Pace
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Name: Linda Pace
Title: Managing Director
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CARLYLE GLOBAL MARKET STRATEGIES CLO 2012-4, LTD.
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By:
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/s/ Linda Pace
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Name: Linda Pace
Title: Managing Director
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CARLYLE GLOBAL MARKET STRATEGIES CLO 2014-1, LTD.
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By:
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/s/ Linda Pace
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Name: Linda Pace
Title: Managing Director
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CARLYLE GLOBAL MARKET STRATEGIES CLO 2014-3, LTD.
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By:
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/s/ Linda Pace
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Name: Linda Pace
Title: Managing Director
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CATAMARAN CLO 2012-1 LTD
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By: Trimaran Advisors, L.L.C.
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By:
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/s/ Daniel Gilligan
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Name: Daniel Gilligan
Title: Authorized Signatory
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CATAMARAN CLO 2014-1 LTD
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By: Trimaran Advisors, L.L.C.
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By:
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/s/ Daniel Gilligan
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Name: Daniel Gilligan
Title: Authorized Signatory
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JPMORGAN CHASE BANK, N.A.
as Term B Loan Lender
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By:
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/s/ Jennifer A. Thompson
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Name: Jennifer A. Thompson
Title: Authorized Signatory
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OZLM FUNDING, LTD
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By: Och-Ziff Loan Management LP, its collateral manager
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By: Och-Ziff Loan Management LLC, its general partner
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By:
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/s/ Joel Frank
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Name: Joel Frank
Title: Chief Financial Officer
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OZLM FUNDING II, LTD.
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By: Och-Ziff Loan Management LP, its collateral manager
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By: Och-Ziff Loan Management LLC, its general partner
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By:
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/s/ Joel Frank
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Name: Joel Frank
Title: Chief Financial Officer
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OZLM FUNDING III, LTD.
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By: Och-Ziff Loan Management LP, its collateral manager
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By: Och-Ziff Loan Management LLC, its general partner
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By:
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/s/ Joel Frank
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Name: Joel Frank
Title: Chief Financial Officer
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OZLM VI, LTD.
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By: Och-Ziff Loan Management LP, its collateral manager
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By: Och-Ziff Loan Management LLC, its general partner
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By:
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/s/ Joel Frank
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Name: Joel Frank
Title: Chief Financial Officer
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OZLM VII, LTD.
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By: Och-Ziff Loan Management LP, its collateral manager
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By: Och-Ziff Loan Management LLC, its general partner
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By:
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/s/ Joel Frank
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Name: Joel Frank
Title: Chief Financial Officer
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OZLM VIII, LTD.
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By: Och-Ziff Loan Management LP, its collateral manager
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By: Och-Ziff Loan Management LLC, its general partner
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By:
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/s/ Joel Frank
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Name: Joel Frank
Title: Chief Financial Officer
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REGATTA V FUNDING LTD
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By: Napier Park Global Capital (US) LP attorney-in-fact
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By:
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/s/ Melanie Hanlon
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Name: Melanie Hanlon
Title: Director
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REGATTA IV FUNDING LTD
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By: Napier Park Global Capital (US) LP attorney-in-fact
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By:
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/s/ Melanie Hanlon
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Name: Melanie Hanlon
Title: Director
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REGATTA III FUNDING LTD
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By: Napier Park Global Capital (US) LP attorney-in-fact
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By:
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/s/ Melanie Hanlon
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Name: Melanie Hanlon
Title: Director
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REGATTA II FUNDING LP
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By: Napier Park Global Capital (US) LP attorney-in-fact
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By:
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/s/ Melanie Hanlon
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Name: Melanie Hanlon
Title: Director
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BAPTIST HEALTH SOUTH FLORIDA, INC.
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By: Seix Investment Advisors LLC, as Adviser
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BLUE CROSS OF IDAHO HEALTH SERVICES, INC.
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By: Seix Investment Advisors LLC, as Investment Manager
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CITY NATIONAL ROCHDALE FUNDS - FIXED INCOME OPPORTUNITIES FUND
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By: Seix Investment Advisors LLC, as Subadviser
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RIDGEWORTH FUNDS - SEIX FLOATING RATE HIGH INCOME FUND
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By: Seix Investment Advisors LLC, as Subadviser
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RIDGEWORTH FUNDS - TOTAL RETURN BOND FUND
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By: Seix Investment Advisors LLC, as Subadviser
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SEIX MULTI-SECTOR ABSOLUTE RETURN FUND L.P.
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By: Seix Multi-Sector Absolute Return Fund GP LLC, in its capacity as sole general partner
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By: Seix Investment Advisors LLC, its sole member
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as Lenders
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By:
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/s/ George Goudelias
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Name: George Goudelias
Title: Managing Director
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ADAMS MILL CLO LTD.
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By: Shenkman Capital Management, Inc., as Collateral Manager
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By:
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/s/ Justin Slatky
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Name: Justin Slatky
Title: Senior Vice President
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AEGIS ELECTRIC AND GAS INTERNATIONAL SERVICES, LTD.
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By: Shenkman Capital Management, Inc., as Investment Manager
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By:
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/s/ Justin Slatky
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Name: Justin Slatky
Title: Senior Vice President
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BROOKSIDE MILL CLO LTD.
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By: Shenkman Capital Management, Inc., as Collateral Manager
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By:
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/s/ Justin Slatky
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Name: Justin Slatky
Title: Senior Vice President
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BSA COMMINGLED ENDOWMENT FUND, LP
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By: Shenkman Capital Management, Inc., as Investment Manager
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By:
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/s/ Justin Slatky
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Name: Justin Slatky
Title: Senior Vice President
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BSA RETIREMENT PLAN FOR EMPLOYEES
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By: Shenkman Capital Management, Inc., as Investment Manager
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By:
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/s/ Justin Slatky
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Name: Justin Slatky
Title: Senior Vice President
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CHRISTIAN SUPER
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By: Shenkman Capital Management, Inc., as Investment Manager
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By:
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/s/ Justin Slatky
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Name: Justin Slatky
Title: Senior Vice President
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CREDOS FLOATING RATE FUND L.P.
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By: Shenkman Capital Management, Inc., as General Partner
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By:
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/s/ Justin Slatky
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Name: Justin Slatky
Title: Senior Vice President
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HIGHMARK INC.
(Shenkman - Bank Loan Account)
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By: Shenkman Capital Management, Inc., as Investment Manager
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By:
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/s/ Justin Slatky
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Name: Justin Slatky
Title: Senior Vice President
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JEFFERSON MILL CLO, LTD.
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By: Shenkman Capital Management, Inc., as Collateral Manager
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By:
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/s/ Justin Slatky
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Name: Justin Slatky
Title: Senior Vice President
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SHENKMAN FLOATING RATE HIGH INCOME FUND
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By: Shenkman Capital Management, Inc., as Collateral Manager
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By:
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/s/ Justin Slatky
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Name: Justin Slatky
Title: Senior Vice President
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TEXAS PREPAID HIGHER EDUCATION TUITION BOARD
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By: Shenkman Capital Management, Inc., as Investment Advisor
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By:
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/s/ Justin Slatky
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Name: Justin Slatky
Title: Senior Vice President
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UNISUPER
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By: Shenkman Capital Management, Inc., as Investment Manager
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By:
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/s/ Justin Slatky
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Name: Justin Slatky
Title: Senior Vice President
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WASHINGTON MILL CLO LTD.
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By: Shenkman Capital Management, Inc., as Collateral Manager
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By:
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/s/ Justin Slatky
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Name: Justin Slatky
Title: Senior Vice President
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SIEMENS FINANCIAL SERVICES, INC.
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By:
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/s/ Maria Levy
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Name: Maria Levy
Title: Vice President
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By:
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/s/ Edward N. Parkes, IV
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Name: Edward N. Parkes, IV
Title: Vice President |
WELLS FARGO PRINCIPAL LENDING, LLC
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By:
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/s/ Scott P. Quigley
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Name: Scott P. Quigley
Title: Managing Director
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To:
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The Lenders parties to the
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I.
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FINANCIAL COVENANTS
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A.
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CONSOLIDATED EBITDA
(for the four consecutive Fiscal Quarters ending as of the end of the Measurement Quarter (the “
Reference Period
”) (See Schedule I(B))
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$_____________
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B.
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MAXIMUM TOTAL LEVERAGE RATIO (
Section 6.11(a)
)
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1.
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Consolidated Total Indebtedness
(as of the end of the Measurement Quarter)
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a.
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aggregate principal amount of all Indebtedness of the Consolidated Financial Covenant Entities (including all Attributable Receivables Indebtedness but excluding Pension and Post-Employment Benefits Amounts)
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$_____________
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b.
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plus
aggregate amount of Indebtedness of the Consolidated Financial Covenant Entities relating to the maximum drawing amount of all letters of credit outstanding and to all bankers’ acceptances
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+
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$_____________
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c.
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plus
all Indebtedness described in 1(a) and 1(b) of another Person guaranteed by the Consolidated Financial Covenant Entities
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+
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$_____________
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d.
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Consolidated Total Indebtedness
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=
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$_____________
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2.
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Total
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=
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$_____________
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3.
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Consolidated EBITDA
(for the Reference Period) (from Item 1.A)
|
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$_____________
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4.
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Total Leverage Ratio
(Ratio of Item I.B.2 to Item I.B.3)
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____ to 1.00
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5.
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Maximum Total Leverage Ratio
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3.75 to 1.00
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The Total Leverage Ratio in Item I.B.4 shall not exceed the Maximum Total Leverage Ratio in Item I.B.5.
|
|
6.
|
In compliance?
|
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Yes/No
|
C.
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MAXIMUM SENIOR SECURED LEVERAGE RATIO (
Section 6.11(b)
)
|
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1.
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Consolidated Senior Secured Indebtedness
(as of the end of the Measurement Quarter)
|
|
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a.
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the aggregate principal amount of Consolidated Total Indebtedness (Item I.B.1.d) that (x) is secured by a Lien on any property of the Consolidated Financial Covenant Entities and (y) is not Subordinated Indebtedness
|
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$_____________
|
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2.
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Total
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=
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$_____________
|
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3.
|
Consolidated EBITDA
(for the Reference Period) (from Item I.A)
|
|
$_____________
|
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4.
|
Senior Secured Leverage Ratio
(Ratio of Item I.C.2 to Item I.C.3)
|
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____ to 1.00
|
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5.
|
Maximum Senior Secured Total Leverage Ratio
|
|
3.50 to 1.00
|
|
|
The Senior Secured
Leverage Ratio in Item I.C.4 shall not exceed the Maximum Senior Secured
Total Leverage Ratio in Item I.C.5.
|
|
6.
|
In compliance?
|
|
Yes/No
|
D.
|
MINIMUM INTEREST COVERAGE RATIO (
Section 6.11(c)
)
|
|
1.
|
Consolidated EBITDA
(From Item I.A above)
|
=
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$_____________
|
|
2.
|
Cash Consolidated Interest Expense
(for the four consecutive fiscal quarters ending as of the end of the Measurement Quarter)
|
=
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$_____________
|
|
3.
|
Interest Coverage Ratio
(Ratio of Item I.D.1 to Item I.D.2)
|
|
____ to 1.00
|
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4.
|
Minimum Interest Coverage Ratio
|
|
3.50 to 1.00
|
|
|
The Interest Coverage Ratio in Item I.D.3 shall not be less than the Minimum Interest Coverage Ratio in Item I.D.4.
|
|
5.
|
In compliance?
|
|
Yes/No
|
E.
|
MINIMUM CONSOLIDATED NET WORTH (
Section 6.11(d)
)
1
|
|
1.
|
Consolidated Net Worth
(as of the end of the Measurement Quarter)
|
|
$_____________
|
|
2.
|
Minimum Consolidated Net Worth
(as of the end of the Measurement Quarter)
|
|
|
|
|
a.
|
Base
|
|
$793,760,000
|
|
|
b.
|
plus
40% of positive Consolidated Net Income for each Fiscal Year on a cumulative basis, commencing with the Fiscal Year ending December 31, 2014
|
+
|
$_____________
|
|
|
c.
|
Minimum Consolidated Net Worth
|
=
|
$_____________
|
|
3.
|
The Consolidated Net Worth in Item I.E.1.b shall not be less than Minimum Consolidated Net Worth in Item I.E.2.c.
|
|
|
|
4.
|
In compliance?
|
|
Yes/No
|