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MarineMax, Inc. |
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/s/ Michael H. McLamb
Name: Michael H. McLamb |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported): |
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(Exact name of registrant as specified in its charter)
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_____________________ (State or other jurisdiction |
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Not Applicable
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Item 1.01 Entry into a Material Definitive Agreement
On July 9, 2021, MarineMax, Inc. and its subsidiaries (collectively, the “Company”) amended and restated its Loan and Security Agreement (the “Amended Credit Facility”), originally entered into in May 2020 (the “Original Credit Facility”), with Wells Fargo Commercial Distribution Finance LLC, M&T Bank, Bank of the West, and Truist Bank. The Amended Credit Facility, among other things, increased the size of the facility to $500 million, increased the borrowing availability against certain collateral, and extended the expiration date by one year to July 2024.
The Amended Credit Facility has a three-year term and expires in July 2024, subject to extension for two one-year periods, with lender approval. The interest rate for amounts outstanding under the Amended Credit Facility is 345 basis points above the one-month London Inter-Bank Offering Rate (“LIBOR”). There is an unused line fee of ten basis points on the unused portion of the Amended Credit Facility.
The Amended Credit Facility is secured by the Company’s inventory and related accounts receivable. None of the Company’s real estate has been pledged as collateral for the Amended Credit Facility.
All of the lenders under the Amended Credit Facility (or their affiliates) have various other relationships with the Company and its subsidiaries involving the provision of financial services, including cash management, loans, letters of credit and bank guarantee facilities, investment banking and trust services, and some may serve as a source of retail financing for the Company’s customers. In addition, the lenders under the Amended Credit Facility (or their affiliates or predecessors (Truist Bank is a successor by merger to BB&T)) were also lenders under the Company’s previous credit facility.
This description of the Amended Credit Facility is qualified in its entirety by reference to the complete terms and conditions of the Amended Credit Facility which is expected to be filed as exhibits to the Company’s Annual Report on Form 10-K for its fiscal year ended September 30, 2021.
On July 13, 2021, the Company issued a press release announcing the Amended Credit Facility. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
To the extent that entering into the Amended Credit Facility constituted a termination of the Original Credit Facility, the information set forth above under Item 1.01 is hereby incorporated by reference into this Item 1.02.
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 above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
Press release of MarineMax, Inc. dated July 13, 2021, entitled “MarineMax Expands Financial Capacity”.
Exhibit Index
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Exhibit No. |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MarineMax, Inc. |
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/s/ Michael H. McLamb
Name: Michael H. McLamb |
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