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):

November 15, 2019

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CELADON GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34533	13-3361050
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9503 East 33rd Street One Celadon Drive, Indianapolis, IN	46235
(Address of principal executive offices)	(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

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 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

[   ]	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.

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Item 1.01

Entry into a Material Definitive Agreement.

On November 15, 2019, Celadon Group, Inc., a Delaware corporation (the “Company”), entered into a Third Amendment to Second Amended and Restated Credit Agreement (the “Term Loan Amendment”) among the Company, certain of its subsidiaries, Blue Torch Finance, LLC, as administrative agent (the “Term Loan Agent”), and BTC Holdings Fund I, LLC, BTC Holdings Fund I-B, LLC, BTC Holdings SC Fund LLC, and Luminus Energy Partners Master Fund, Ltd., each as lenders (the “Term Loan Lenders”), which amends that certain Second Amended and Restated Credit Agreement dated July 31, 2019 (as amended, the “Term Loan Agreement”), among the Company, certain of its subsidiaries, the Term Loan Agent, and the Term Loan Lenders.  In addition, on November 15, 2019, the Company entered into a Waiver and Amendment No. 3 to Credit and Security Agreement (the “Revolving Loan Amendment” and, together with the Term Loan Amendment, the “Amendments”) among the Company, certain of its subsidiaries, MidCap Funding IV Trust, as agent (the “Revolving Agent”), and MidCap Financial Trust, as lender (the “Revolving Lender”), which amends that certain Credit and Security Agreement dated July 31, 2019 (as amended, the “Revolving Credit Agreement”), among the Company, certain of its subsidiaries, the Revolving Agent, and the Revolving Lender.

The Term Loan Amendment (i) increases the interest rate under the Term Loan Agreement by two percent per annum; (ii) eliminates the Lease Adjusted Leverage Ratio and the Fixed Charge Coverage Ratio financial covenants for all periods prior to February 29, 2020, at which point such financial covenants will be tested for the preceding five months; (iii) decreases the minimum liquidity requirement to $5 million for the period of November 15, 2019 through and including February 29, 2020 and provides that an amount of revolving loan availability, starting at $150,000 on January 1, 2020 and increasing by $150,000 a week to a maximum of $1,500,000, will be excluded from liquidity for purposes of the minimum liquidity covenant; (iv) permits a specified trailer sale and leaseback transaction and provides that proceeds of such transaction exceeding $10 million need not be used to repay indebtedness under the Term Loan Agreement; (v) waives defaults relating to the Company’s failure to comply with the Lease Adjusted Leverage Ratio required for the period ended September 30, 2019, the Company’s failure to timely deliver certain deposit account control agreements, and cross-defaults arising from defaults under the Revolving Credit Agreement; and (vi) requires the company to prepare and deliver certain budgets, projections, and cash flow reporting materials, including a plan to obtain additional capital prior to February 29, 2020.

The Revolving Loan Amendment (i) increases the interest rate under the Revolving Credit Agreement by two percent per annum; (ii) eliminates the Lease Adjusted Net Leverage Ratio and the Fixed Charge Coverage Ratio financial covenants for all periods prior to February 29, 2020, at which point such financial covenants will be tested for the preceding five months; (iii) decreases the minimum liquidity requirement to $5 million for the period of November 15, 2019 through and including February 29, 2020 and provides that an amount of revolving loan availability, starting at $150,000 on January 1, 2020 and increasing by $150,000 a week to a maximum of $1,500,000, will be excluded from liquidity for purposes of the minimum liquidity covenant; (iv) waives defaults relating to the Company’s failure to comply with the Lease Adjusted Net Leverage Ratio required for the period ended September 30, 2019, the Company’s failure to timely deliver financial statements and related items, and cross-defaults arising from defaults under the Term Loan Agreement; and (v) requires the company to prepare and deliver certain budgets, projections, and cash flow reporting materials, including a plan to obtain additional capital prior to February 29, 2020.

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The description of the Amendments set forth above does not purport to be complete and is qualified in its entirety by the full text of the Term Loan Amendment and the Revolving Loan Amendment, which are filed herewith as Exhibits 10.1 and 10.2, respectively.

Item 9.01          Financial Statements and Exhibits.

(d)	Exhibits.
	EXHIBIT
	NUMBER		EXHIBIT DESCRIPTION
	10.1		Third Amendment to Second Amended and Restated Credit Agreement dated November 15, 2019.
	10.2		Waiver and Amendment No. 3 to Credit and Security Agreement dated November 15, 2019.

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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.

		CELADON GROUP, INC.
Date: November 21, 2019	By:	/s/ Vincent Donargo
		Vincent Donargo Chief Financial Officer

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EXHIBIT INDEX

EXHIBIT NUMBER		EXHIBIT DESCRIPTION
10.1		Third Amendment to Second Amended and Restated Credit Agreement dated November 15, 2019.
10.2		Waiver and Amendment No. 3 to Credit and Security Agreement dated November 15, 2019.