Form 8-K for INTEGRATED BIOPHARMA INC
-------------------------------------------------------------------------------
29-Jun-2012
Entry into a Material Definitive Agreement, Termination of a Material De
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
SENIOR CREDIT FACILITY
On June 27, 2012, Integrated BioPharma, Inc. (the "Company"), InB:Manhattan Drug Company, Inc. ("MDC"), Agrolabs, Inc., IHT Health Products, Inc., IHT Properties Corp. ("IHT") and Vitamin Factory, Inc. (collectively, the "Borrowers") entered into a Revolving Credit, Term Loan and Security Agreement (the "Loan Agreement") with PNC Bank, National Association as agent and lender ("PNC Bank") and the other lenders party thereto.
The Loan Agreement provides for a total of $11,727,000 in senior secured financing (the "Senior Credit Facility") as follows: (i) discretionary advances ("Revolving Advances") based on eligible accounts receivable and eligible inventory in the maximum amount of $8,000,000 (the "Revolving Credit Facility") and (ii) a term loan in the amount of $3,727,000 (the "Term Loan"). The Senior Credit Facility is secured by all assets of the Borrowers, including, without limitation, machinery and equipment, real estate owned by IHT, and common stock of iBio, Inc. (the "iBio Stock") owned by the Company. Revolving Advances bear interest at PNC's Base Rate or the Eurodollar Rate, at Borrowers' option, plus 2.75%. The Term Loan bears interest at PNC's Base Rate or the Eurodollar Rate, at Borrowers' option, plus 3.25%. Upon and after the occurrence of any event of default under the Loan Agreement, and during the continuation thereof, interest shall be payable at the interest rate then applicable plus 2%. The Senior Credit Facility matures on June 27, 2017 (the "Senior Maturity Date").
The Company borrowed an initial Revolving Advance of approximately $2,679,000, and the proceeds of this initial Revolving Advance, combined with the proceeds of the Term Loan and the CD Notes (as defined below) provided aggregate cash of $8,120,000. The proceeds of the Senior Credit Facility and the CD Notes, together with the Company's cash provided from its operating activities, was used to (i) repay in full the Company's 8% Senior Secured Notes in the aggregate original principal amount of $7,000,000 (collectively, the "Imperium Notes") issued by the Company to Imperium Master Fund Ltd. ("IMF") and three other parties (collectively, "Imperium Parties") under the Amended and Restated Securities Purchase Agreement, dated as of February 21, 2008 (the "Imperium SPA"), by and among the Company and IMF, (ii) to pay IMF, in its capacity as collateral agent for the Imperium Parties, (A) the 11.5% premium ($805,000), which was payable at the maturity of the Imperium Notes on November 15, 2009, (B) the $1,000,000 forbearance fee payable under the Forbearance Agreement, dated as of October 4, 2008, by and among the Company and IMF, in its capacity as collateral agent for the Imperium Parties, (C) $45,000, representing accrued interest in respect of the Imperium Notes, and (D) $87,500, representing fees and expenses owed by the Company to the Imperium Parties under the terms of the Imperium SPA.
The principal balance of the Revolving Advances is payable on the Senior Maturity Date, subject to acceleration upon the occurrence of any event of default under the Loan Agreement or earlier termination of the Loan Agreement pursuant to the terms thereof. The Term Loan shall be repaid in sixty (60) consecutive monthly installments of principal, the first fifty nine (59) of which shall be in the amount of $44,369, commencing on the first business day of August, 2012, and continuing on the first business day of each month thereafter, with a final payment of any unpaid balance of principal and interest payable on the first business day of July, 2017. The foregoing is subject to customary mandatory prepayment provisions and acceleration upon the occurrence of any event of default under the Loan Agreement or earlier termination of the Loan Agreement pursuant to the terms thereof.
The Loan Agreement contains customary mandatory prepayment provisions, including, without limitation, the requirement that if the market price per share of the iBio Stock falls below a certain amount, the Company must sell the iBio Stock and use the proceeds to repay the Term Loan. The Loan Agreement also contains customary representations and warranties, covenants and events of default, including, without limitation, (i) a fixed charge coverage ratio maintenance requirement and (ii) an event of default tied to any change of control as defined in the Loan Agreement.
--------------------------------------------------------------------------------
Interest in respect of the Senior Credit Facility is payable in arrears on the first day of each month with respect to Revolving Advances or the Term Loan bearing interest at PNC Bank's Base Rate, and at the end of each interest period with respect to Revolving Advances or the Term Loan bearing interest at the Eurodollar Rate.
In connection with the Senior Credit Facility, each of E. Gerald Kay, an officer, director and stockholder of the Company, and Carl DeSantis, a director and stockholder of the Company (collectively, the "Guarantors"), entered into Continuing Limited Guarantees (collectively, the "Individual Guarantees") with PNC Bank whereby each Guarantor irrevocably and unconditionally guarantees the full, prompt and unconditional payment, when due, whether by acceleration or otherwise, of any and all obligations of the Borrowers under the Loan Agreement and the other loan documents. The liability of each Guarantor under his respective Individual Guarantee is limited to a maximum of $1,000,000. The Individual Guarantees will automatically terminate upon the satisfaction of certain conditions set forth in the Loan Agreement.
Also, in connection with the Senior Credit Facility, PNC Bank and CD Financial (defined below) entered into the Intercreditor and Subordination Agreement (the "Intercreditor Agreement"), which was acknowledged by the Borrowers, pursuant to which, among other things, (a) the lien of CD Financial on assets of the Borrowers is subordinated to the lien of PNC Bank on such assets during the effectiveness of the Senior Credit Facility, and (b) priorities for payment of the Company's debt (as described in this Form 8-K) are established.
In addition, in connection with the Senior Credit Facility, the following loan documents were executed: (i) the Company has entered into a Stock Pledge Agreement with PNC Bank, pursuant to which the Company pledged to PNC Bank the iBio Stock; (ii) IHT has entered into a Mortgage and Security Agreement with PNC Bank; and (iii) the Borrowers have entered into an Environmental Indemnity Agreement with PNC Bank.
CD FINANCIAL REFINANCING
On June 27, 2012, the Company also entered into an Amended and Restated Securities Purchase Agreement (the "CD SPA") with CD Financial, LLC ("CD Financial"), which amends and restates the Securities Purchase Agreement, dated . . .
ITEM 1.02. TERMINATION OF MATERIAL DEFINITIVE AGREEMENT.
As of June 27, 2012, in connection with entry into the Loan Agreement as described in Item 1.01 above, the Company repaid in full the Imperium Notes and other obligations owed by the Company to the Imperium Parties, as more fully described in Item 1.01. As of such date (i) the Imperium SPA and all related documents were terminated, (ii) the lien or security interest in favor of IMF, in its capacity as collateral agent for the Imperium Parties, was terminated, and (iii) all obligations of the Company to the Imperium Parties under the Imperium SPA and all related documents were satisfied in full.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth in Item 1.01 is incorporated herein by reference.
--------------------------------------------------------------------------------
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit No. Description
10.1 Revolving Credit, Term Loan and Security Agreement, dated as of June 27,
2012, by and among Integrated BioPharma, Inc., InB:Manhattan Drug Company,
Inc., Agrolabs, Inc., IHT Health Products, Inc., IHT Properties Corp. and
Vitamin Factory, Inc. and PNC Bank, National Association.
10.2 Term Note, dated as of June 27, 2012, by and among Integrated BioPharma,
Inc., InB:Manhattan Drug Company, Inc., Agrolabs, Inc., IHT Health
Products, Inc., IHT Properties Corp. and Vitamin Factory, Inc. and PNC
Bank, National Association, in the original principal amount of
$3,727,000.
10.3 Revolving Credit Note, dated as of June 27, 2012, by and among Integrated
BioPharma, Inc., InB:Manhattan Drug Company, Inc., Agrolabs, Inc., IHT
Health Products, Inc., IHT Properties Corp. and Vitamin Factory, Inc. and
PNC Bank, National Association, in the original principal amount of
$8,000,000.
10.4 Continuing Limited Guaranty, dated as of June 27, 2012, made by Carl
DeSantis, in favor of PNC Bank, National Association.
10.5 Continuing Limited Guaranty, dated as of June 27, 2012, made by E. Gerald
Kay, in favor of PNC Bank, National Association.
10.6 Stock Pledge Agreement, dated as of June 27, 2012, between Integrated
BioPharma, Inc. and PNC Bank, National Association.
10.7 Intercreditor and Subordination Agreement, dated as of June 27, 2012,
between CD Financial, LLC and PNC Bank, National Association, and
acknowledged by Integrated BioPharma, Inc., InB:Manhattan Drug Company,
Inc., Agrolabs, Inc., IHT Health Products, Inc., IHT Properties Corp. and
Vitamin Factory, Inc.
10.8 Mortgage and Security Agreement, dated as of June 27, 2012, by IHT
Properties, Inc. in favor of PNC Bank, National Association
10.9 Environmental Indemnity Agreement, dated as of June 27, 2012, by and among
Integrated BioPharma, Inc., InB:Manhattan Drug Company, Inc., Agrolabs,
Inc., IHT Health Products, Inc., IHT Properties Corp. and Vitamin Factory,
Inc. and PNC Bank, National Association
10.10 Amended and Restated Securities Purchase Agreement, dated as of June 27,
2012, by and among Integrated Biopharma, Inc., and CD Financial, LLC.
10.11 Amended and Restated Security Agreement, dated as of June 27, 2012, by and
between Integrated Biopharma, Inc., and CD Financial, LLC.
10.12 Amended and Restated Subsidiary Guarantee, dated as of June 27, 2012, by
and among Integrated Biopharma, Inc., InB:Manhattan Drug Company, Inc.,
Agrolabs, Inc., IHT Health Products, Inc., IHT Properties Corp. and
Vitamin Factory, Inc. and CD Financial, LLC.
10.13 Amended and Restated Convertible Secured Promissory Note, dated as of June
27, 2012, by Integrated BioPharma, Inc. and payable to the order of CD
Financial, LLC, in the original principal amount of $5,350,000.
10.14 Promissory Note, dated as of June 27, 2012, by Integrated BioPharma, Inc.
and payable to the order of CD Financial, LLC, in the original principal
amount of $1,714,000.
10.15 Promissory Note, dated as of June 27, 2012, by InB:Manhattan Drug Company
and Integrated BioPharma, Inc., and payable to the order of Vitamin Realty
Associates, LLC, in the original principal amount of $685,985.61.
99.1 Press Release.
--------------------------------------------------------------------------------
Add INBP to Portfolio Set Alert Email to a Friend
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for INBP - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial????? Sign Up Now
--------------------------------------------------------------------------------
Copyright © 2012 Yahoo! Inc. All rights reserved. Privacy Policy - About Our Ads - Terms of Service - Copyright/IP Policy - Send Feedback - Yahoo! - ABC News Network
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.
