UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Waiver to Term Loan Credit Agreement
On November 10, 2023, Quantum Corporation (the “Company”) entered into a waiver (the “Term Loan Waiver”) to the Term Loan Credit and Security Agreement, dated as of August 5, 2021 (as the same has been and may be further amended, modified, supplemented, renewed, restated or replaced from time to time, the “Term Loan Credit Agreement”), among the Company, Quantum LTO Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Quantum LTO”), the other borrowers and guarantors from time to time party thereto, the lenders from time to time party thereto, and Blue Torch Finance LLC, as disbursing agent and collateral agent for such lenders.
The Term Loan Waiver, among other things, waives certain terms of the Term Loan Credit Agreement, including without limitation, to waive the requirement that the financial statements of the Company and its subsidiaries for the fiscal quarter ended September 30, 2023, and for the fiscal months ended September 30, 2023, October 31, 2023 and November 30, 2023, be prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).
The foregoing description of the Term Loan Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Loan Waiver, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Waiver to Amended and Restated Revolving Credit Agreement
On November 13, 2023, the Company entered into a waiver (the “Revolver Waiver”) to the Amended and Restated Revolving Credit and Security Agreement, dated as of December 27, 2018 (as the same has been and may further be amended, modified, supplemented, renewed, restated or replaced from time to time, the “Revolving Credit Agreement”), among the Company, Quantum LTO, the other borrowers and guarantors from time to time party thereto, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent and collateral agent for such lenders.
The Revolver Waiver, among other things, waives certain terms of the Revolving Credit Agreement, including without limitation, to waive the requirement that the financial statements of the Company and its subsidiaries for the fiscal quarter ended September 30, 2023, and for the fiscal months ended September 30, 2023, October 31, 2023 and November 30, 2023, be prepared in accordance with GAAP.
The foregoing description of the Revolver Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolver Waiver, a copy of which is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.
| Item 2.02 | Results of Financial Operations and Financial Condition. |
On November 13, 2023, the Company issued a press release regarding notification of late filing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and certain information regarding the Company’s liquidity and debt as of September 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1 hereto, shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Exchange Act”), whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. Furthermore, the information in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section.
| Item 9.01 | Financial Statements and Exhibits. |
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.
| Date: November 13, 2023 | QUANTUM CORPORATION | |||||
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By: | /s/ Brian E. Cabrera | ||||
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Name: | Brian E. Cabrera | ||||
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Title: | Senior Vice President, Chief Administrative Officer, and Corporate Secretary | ||||