CharlesNet
12年前
UMAM NEWS:
[IMO it is Impossible to borrow at less than 1% above LIBOR if you don't have a solid company.]
Current Report Filing (8-k)
Date : 06/13/2014 @ 6:01AM
Source : Edgar (US Regulatory)
Stock : Umami Sustainable Seafood Inc. (PN) (UMAM)
Quote : 0.3 0.0 (0.00%) @ 7:55AM
Current Report Filing (8-k)
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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): June 6, 2014
UMAMI SUSTAINABLE SEAFOOD INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-52401 98-06360182
(State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.)
1230 Columbia Street, Suite 440
San Diego, California
92101
(Address of Principal Executive Offices) (Zip Code)
(619) 544-9177
(Registrant’s Telephone Number, Including Area Code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Amended Credit Facility
On June 6, 2014, Baja Aqua Farms S.A. de C.V (“Baja”), a subsidiary of Umami Sustainable Seafood, Inc. (“Umami”), entered into an amended credit agreement (the “Amended Credit Facility”), dated as of that date, with AMERRA Capital Management, LLC (“AMERRA”) as administrative agent and the lenders party thereto.
The Amended Credit Facility amends the credit agreement dated as of June 26, 2013, among Umami, Baja, the lenders party thereto and AMERRA as administrative agent (the “Original Credit Facility”), that provided for a $64.0 million secured revolving credit facility. The Original Credit Facility was superseded with the execution of the Amended Credit Facility.
The Amended Credit Facility provides a credit line of up to $75.0 million. Commitments under the Amended Credit Facility will mature on February 28, 2017.
The lenders under the Amended Credit Facility will be secured with a blanket lien, first priority security interest on substantially all of Baja’s assets, as well as a pledge on 50% of the shares in Baja, which were held directly by Umami at execution of the Amended Credit Facility. Umami is a corporate guarantor under the Amended Credit Facility. AMERRA has also been granted the right to appoint one director to Baja’s board of directors, which it can fill at its discretion. As of the date hereof, AMERRA has not filled the seat.
Baja is the borrower under the Amended Credit Facility. Baja expects to have initial borrowings outstanding of approximately $66.9 million under the Amended Credit Facility. The applicable interest rate is LIBOR plus 950 basis points and the applicable commitment fee on undrawn funds is 100 basis points. Interest is payable monthly in arrears. Baja paid upfront fees or original issue discount equal to 3.5% of the Amended Credit Facility. The Amended Credit Facility provides AMERRA with a grant of equity equal to 5.0% of the pre-grant outstanding equity at Baja.
Under the revolver, Baja is required to make payments sufficient to bring the outstanding loan balance to $35 million or less towards the end of Baja’s harvest season in February 2015 and to $26 million or less in February 2016 unless these requirement are waived by the lender at the relevant measurement dates.
The other terms under which amounts outstanding under the Amended Credit Facility may be accelerated did not materially change.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Amended Credit Facility
On June 6, 2014, Baja Aqua Farms S.A. de C.V (“Baja”), a subsidiary of Umami Sustainable Seafood, Inc. (“Umami”), entered into an amended credit agreement (the “Amended Credit Facility”), dated as of that date, with AMERRA Capital Management, LLC (“AMERRA”) as administrative agent and the lenders party thereto.
The Amended Credit Facility amends the credit agreement dated as of June 26, 2013, among Umami, Baja, the lenders party thereto and AMERRA as administrative agent (the “Original Credit Facility”), that provided for a $64.0 million secured revolving credit facility. The Original Credit Facility was superseded with the execution of the Amended Credit Facility.
The Amended Credit Facility provides a credit line of up to $75.0 million. Commitments under the Amended Credit Facility will mature on February 28, 2017.
The lenders under the Amended Credit Facility will be secured with a blanket lien, first priority security interest on substantially all of Baja’s assets, as well as a pledge on 50% of the shares in Baja, which were held directly by Umami at execution of the Amended Credit Facility. Umami is a corporate guarantor under the Amended Credit Facility. AMERRA has also been granted the right to appoint one director to Baja’s board of directors, which it can fill at its discretion. As of the date hereof, AMERRA has not filled the seat.
Baja is the borrower under the Amended Credit Facility. Baja expects to have initial borrowings outstanding of approximately $66.9 million under the Amended Credit Facility. The applicable interest rate is LIBOR plus 950 basis points and the applicable commitment fee on undrawn funds is 100 basis points. Interest is payable monthly in arrears. Baja paid upfront fees or original issue discount equal to 3.5% of the Amended Credit Facility. The Amended Credit Facility provides AMERRA with a grant of equity equal to 5.0% of the pre-grant outstanding equity at Baja.
Under the revolver, Baja is required to make payments sufficient to bring the outstanding loan balance to $35 million or less towards the end of Baja’s harvest season in February 2015 and to $26 million or less in February 2016 unless these requirement are waived by the lender at the relevant measurement dates.
The other terms under which amounts outstanding under the Amended Credit Facility may be accelerated did not materially change.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, on the 12th day of June, 2014.
UMAMI SUSTAINABLE SEAFOOD INC.
By: /s/ Timothy P. Fitzpatrick
Timothy P. Fitzpatrick
Chief Executive Officer
CharlesNet
13年前
True, but this last one was with their parent. It is evident that they are getting their house in order. Cleaning up stuff that was in default. Why was it in default? Possibly because of the ex-CEO being out of office since last year? The $60+ million loan was very favorable in terms and interest rate, IMO. This note seems to have a high interest rate but is internal On June 17, 2013, Umami Sustainable Seafood, Inc. (“Umami”); Kali Tuna d.o.o. (“Kali”), a subsidiary of Umami; and MB LUBIN d.o.o. (“Lubin”) entered into a new credit agreement . So, I think this is just house-dressing to get everything caught up and current, Why? For one thing many institutions cannot invest because they are not current.
However, I think they must show a lot of improvement in their bio-mass. Remember they didn't sell much last year...why? The market was fine but they didn't sell and they are in the current fishing season for another month. So, their biomass is going to be through-the-roof. That is going to be a positive for their valuation.
So, the house is in order soon; the biomass is going to be huge; the valuation is going to be up; institutions can buy again; I think that bodes well for the share price of UMAM from here.
CharlesNet
13年前
News....UMAM appears to be shoring up the Balance Sheet:
Umami Sustainable Seafood and Kali Tuna Enter into a $10.4 Million Credit Facility
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On June 17, 2013, Umami Sustainable Seafood, Inc. (“Umami”); Kali Tuna d.o.o. (“Kali”), a subsidiary of Umami; and MB LUBIN d.o.o. (“Lubin”) entered into a new credit agreement (the “New Credit Facility”), dated as of that date, with Erste&Steiermaerkische Bank d.d. (“Erste Bank”), as administrative agent, and the lenders party thereto.
The New Credit Facility replaces the previous credit agreement dated as of July 25, 2012 (the “Original Credit Facility”) among Kali, as the borrower, Umami and Lubin, as the guarantors, and Erste Bank, as administrative agent acting on behalf of the lender, Croatian Bank For The Reconstruction and Development (“HBOR”), that provided for a Croatian Kuna (“HRK”) 60 million (approximately $10.4 million) secured revolving credit facility. The Original Credit Facility, which was structured in two tranches, expired on February 28, 2013 and March 31, 2013, when amounts due thereunder were repaid in full and on time.
The New Credit Facility provides for up to HRK 60 million (approximately $10.4 million). All commitments under the New Credit Facility will mature on April 30, 2014.
The lenders under the New Credit Facility are secured by a pledge/lien on the majority of Kali’s and Lubin’s assets, including a pledge of Kali’s equity holdings in Umami (7.86 million shares of Umami common stock). Umami and Lubin are corporate guarantors under the New Credit Facility.
On June 28, 2013, Kali (together with the above corporate guarantors) entered into a short-term working capital loan agreement under the New Credit Facility that provides up to Japanese Yen (“JPY”) 860 million (approximately $8.7 million) (the “JPY Loan Agreement”). Upon full draw-down of amounts available under the JPY Loan Agreement, the remainder of the New Credit Facility (i.e., approximately HRK 10 million, or $1.7 million) is expected to be provided by HBOR as lender and Erste Bank as administrative agent, through an HRK short-term working capital revolving loan.
On July 8, 2013, Kali received approximately JPY 420 million (approximately $4.25 million) under the New Credit Facility and the JPY Loan Agreement. The JPY Loan Agreement under the New Credit Facility provides for new pricing terms that increase the applicable margin on the loans relative to the Original Credit Facility. The applicable interest rate on borrowings under the JPY Loan Agreement is the three-month JPY LIBOR plus 650 basis points. Interest is payable monthly in arrears. Kali paid upfront fees equal to 0.85% of the full amount available under the JPY Credit Agreement.
The terms under which amounts outstanding under the New Credit Facility may be accelerated did not materially change from those under the Original Credit Facility.
“This credit facility is an important agreement for Umami and Kali Tuna and it improves our liquidity position,” said Timothy Fitzpatrick, Umami’s chief financial officer.
CharlesNet
13年前
In my view this comment in the last press release is extremely important to long shareholders. It basically says that the company will purchase 10 million shares at one dollar each and then cancel the shares. Therefore the total shares outstanding are going to be reduced by approximately 1/6
" Share Purchase Agreement
On June 26, 2013, MotoMax and Baja entered into a purchase agreement whereby Baja acquired 3.0 million restricted Umami shares from MotoMax for $3.0 million. The $3.0 million purchase price is in the form of a secured note. The applicable interest rate is LIBOR plus 400 basis points. Principal and accrued interest are due and payable on March 31, 2014. Umami intends to cancel the shares.
Share Purchase Agreement
On June 26, 2013, Lisbeth and Baja entered into a purchase agreement whereby Baja acquired 7.0 million restricted Umami shares from Lisbeth for $7.0 million. The $7.0 million purchase price is in the form of a secured note. The applicable interest rate is LIBOR plus 400 basis points. Principal and accrued interest are due and payable on March 31, 2014. Umami intends to cancel the shares.
"
CharlesNet
13年前
Awesome News For UMAM:
Umami Sustainable Seafood and Baja Aqua Farms Enter into a $64 Million Credit Facility
On June 26, 2013, Umami Sustainable Seafood, Inc. (“Umami”) and Baja Aqua Farms S.A. de C.V. (“Baja”), a subsidiary of Umami, entered into an amended credit agreement (the “Amended Credit Facility”), dated as of that date, with AMERRA Capital Management, LLC (“AMERRA”) as administrative agent and the lenders party thereto.
The Amended Credit Facility amends the credit agreement dated as of August 26, 2011, as previously amended, among Umami, Baja, the lenders party thereto and AMERRA as administrative agent (as previously amended, the “Original Credit Facility”), that provided for a $39.0 million secured revolving credit facility. The Original Credit Facility, which was structured in two tranches scheduled to expire on December 31, 2012 and March 31, 2013, was superseded with the execution of the Amended Credit Facility.
The Amended Credit Facility provides a credit line of up to $64.0 million. Commitments under the Amended Credit Facility will mature on March 31, 2014, which may be extended by mutual agreement.
The lenders under the Amended Credit Facility will be secured with a blanket lien, first priority security interest on substantially all of Baja’s assets, as well as a pledge on 100% of the shares in Baja, all of which were held directly or indirectly by Umami at execution of the Amended Credit Facility. Umami is a corporate guarantor under the Amended Credit Facility. AMERRA has also been granted the right to appoint one director to Baja’s board of directors, which it can fill at its discretion. As of the date hereof, AMERRA has not filled the seat.
Baja is the borrower under the Amended Credit Facility. Baja expects to have initial borrowings outstanding of approximately $43.3 million under the Amended Credit Facility. The Amended Credit Facility provides for new pricing terms that increase the applicable margin on the loans. The applicable interest rate is LIBOR plus 950 basis points and the applicable commitment fee on undrawn funds is 100 basis points. Interest is payable monthly in arrears. Baja paid upfront fees or original issue discount equal to 3.0% of the Amended Credit Facility. The Amended Credit Facility provides AMERRA with a grant of equity equal to 6.25% of the pre-grant outstanding equity at Baja.
The terms under which amounts outstanding under the Amended Credit Facility may be accelerated did not materially change.
“This credit facility is an important agreement for Umami and Baja and it improves our liquidity position,” said Timothy Fitzpatrick, Umami’s chief financial officer.
Umami Sustainable Seafood, Inc.
Tim Fitzpatrick, 619-544-9177
beachsideeddy2
13年前
On Dec. 20, 2012 Daito Gyorui acquired, by purchase, 13 million shares in Umami, representing close to 22% of the shares outstanding at that time. Daito Gyorui was the largest buyer of tuna from Umami in the 2010 fiscal but did not buy any fish in the first six months of fiscal 2013.
Sounds like Daito Gyorui plans on bankrupting this POS and taking over what's left for next to nothing. There's nothing left here. The public company common stock, UMAM, is toast.
Now, who was it that said the Ks were such a mismash that even I couldn't follow them! HAHAHAHAHAHA
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