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: December 29, 2014 (Date of earliest event reported)
Turtle Beach Corporation
(Exact name of registrant as specified in its charter)
| Nevada | 001-35465 | 27-2767540 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
100 Summit Lake Drive, Suite 100
Valhalla, New York 10595
(Address of principal executive offices)
914-345-2255
(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)) |
Item 1.01 – Entry into a Material Definitive Agreement.
On December 29, 2014, Turtle Beach Corporation (the “Company”) entered into an Amendment (the “Amendment”) to its Loan, Guaranty and Security Agreement, dated March 31, 2014 (as amended, the “Credit Agreement”) by and among the Company, Voyetra Turtle Beach, Inc., (“VTB”), VTB Holdings, Inc. (“VTBH”), Turtle Beach Europe Limited (“TB Europe”), PSC Licensing Corp., the various financial institutions and other persons from time to time party thereto and Bank of America, N.A. (“BofA”), as agent, sole lead arranger and sole bookrunner. The purpose of the Amendment is to, among other things, permit the Company to repay approximately $7.7 million of existing subordinated debt and accrued interest with the proceeds of an additional loan drawn pursuant to the Credit Agreement (the “Loan”). The Loan will result in modified financial covenants while it is outstanding, will bear interest at a rate of LIBOR for the applicable interest period plus 5% and will be repaid by the Company in equal monthly installments beginning on April 1, 2015 and ending on April 1, 2018. In addition, BofA will receive an agreed upon fee in connection with the Amendment.
Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.
The information in Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 8.01 – Other Events.
On December 30, 2014, the Company issued a press release announcing its entering into the Amendment, a copy of which is filed herewith as Exhibit 99.1.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press release dated December 30, 2014. |
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.
| Dated: December 30, 2014 | TURTLE BEACH CORPORATION | |||||
| By: | /s/ John T. Hanson | |||||
| John T. Hanson Chief Financial Officer | ||||||
Exhibit 99.1
Turtle Beach Successfully Replaces Subordinated Debt with Lower Cost Financing
SAN DIEGO, CA, December 30, 2014 – Turtle Beach Corporation (NASDAQ: HEAR) today announced that it has entered into an amendment to its loan agreement with Bank of America signed March 31, 2014 that will allow the Company to repay approximately $7.7 million of existing subordinated debt. The subordinated debt had an annual interest rate of 10% through December 31, 2014 and 20% per annum thereafter. The interest rate on the $7.7 million loan is LIBOR plus 5% while the interest rate on the remaining portion of the Company’s credit facility remains at LIBOR plus 2.5%.
The transaction is expected to generate approximately $0.4 million in interest savings annually compared with 2014 based on the current LIBOR rate.
About Turtle Beach Corporation
Turtle Beach Corporation (TurtleBeachCorp.com) designs audio products for consumer, commercial and healthcare markets. Under the brand Turtle Beach (TurtleBeach.com), the company markets premium headsets for use with video game consoles, including officially-licensed headsets for the next-generation Xbox One and PlayStation®4, personal computers and mobile devices. Under the brand HyperSound® (HyperSound.com), the company markets pioneering directed audio solutions that have applications in digital signage and kiosks, consumer electronics and healthcare. The Company’s shares are traded on the NASDAQ Exchange under the symbol NASDAQ:HEAR.
For more information:
David Lowey
Director of Corporate Communications
Turtle Beach Corporation
David.Lowey@turtlebeach.com
+1-914-844-2759
Anne Rakunas
Investor Relations
ICR
Anne.Rakunas@icrinc.com
+1-310-954-1113