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
Date of report (Date of earliest event reported)
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| ( |
( |
(Address of principal executive offices, zip code, telephone numbers)
N/A
(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:
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 28, 2021, IMAX Corporation (the “Company”) entered into the Third Amendment (the “Amendment”) to the Fifth Amended and Restated Credit Agreement (as amended by the First Amendment to the Fifth Amended and Restated Credit Agreement, dated as of June 10, 2020, and the Second Amendment to the Fifth Amended and Restated Credit Agreement, dated as of March 15, 2021, the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and a syndicate of lenders party thereto. The Amendment amended the Credit Agreement to, among other things, (i) add $30 million in permitted share repurchases at the Company, subject to a $300 million pro forma minimum liquidity covenant and (ii) increase permitted share repurchases at IMAX China Holding, Inc. from $5 million to $20 million, subject to pro forma compliance with the existing financial covenants set forth in the Credit Agreement. The modifications pursuant to the Amendment are effective until the earlier of the delivery of the compliance certificate for the fourth quarter of 2022 or the date on which the Company, in its sole discretion, elects to calculate its compliance with the Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) by using either its actual EBITDA or annualized EBITDA.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Third Amendment to the Fifth Amended and Restated Credit Agreement, dated as of July 28, 2021. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | |
1
SIGNATURE
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.
| IMAX Corporation (Registrant) | ||||||
| Date: July 29, 2021 | ||||||
| By: | /s/ Robert D. Lister | |||||
| Name: | Robert D. Lister | |||||
| Title: | Chief Legal Officer and Senior Executive Vice President | |||||
| By: | /s/ Kenneth I. Weissman | |||||
| Name: | Kenneth I. Weissman | |||||
| Title: | Senior Vice President, Legal Affairs and Corporate Secretary | |||||
2