ALTRA INDUSTRIAL MOTION CORP. : conclusion of a material definitive agreement, termination of a material definitive arrangement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, other events, financial statements and supporting documents (form 8 -K)


Article 1.01. The conclusion of an important definitive agreement.


Credit Agreement


At November 17, 2021, Altra Industrial Motion Corp. (the “Company”) has entered into a new credit agreement (as amended from time to time, the “Credit Agreement”) by and between the Company and certain of its subsidiaries (collectively, the “Borrowers”), the lenders parties to the Credit Agreement from time to time (collectively, the “Lenders”), Bank of Montreal as administrative agent (the “Administrative Agent”), as sustainability structuring agent and agent guarantee hereunder, and under the security and guarantee documents for lenders, and BMO Capital Markets Corp., Citizens Bank, NA, JPMorgan Chase Bank, NA., and Wells Fargo Securities, LLC as joint lead managers and joint bookkeepers. Under the terms of the credit agreement, the lenders make available to borrowers a term loan facility of $ 400,000,000 (the “Term Loan Facility”) and a revolving credit facility of $ 1,000,000,000 (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Credit Facilities”). The amounts available under the credit facilities must be available for general business purposes and to repay existing debt. The stated maturity of the two credit facilities is November 17, 2026, and quarterly principal payments are due on the outstanding amount of the term loan facility.

The Credit Facilities are secured on a senior basis by certain direct and indirect national subsidiaries of the Company (each a “Guarantor” and collectively the “Guarantors”; the Guarantors collectively with the Borrowers, the “Loan Parties”).

The amounts available under the revolving credit facility may be used in accordance with the terms of the credit agreement. All amounts outstanding under the Credit Facilities are due on the stated maturity or on an earlier date, if any, required under the Credit Agreement. Amounts due under either credit facility may be prepaid at any time, subject to customary notice and payment provisions on breach. Interest on overdue amounts under credit facilities is calculated on the basis of a base rate or a Euro currency rate plus the applicable margin. The applicable margins for Eurocurrency Loans are between 1.000% and 1.750%, and for Base Rate Loans are between 0.000% and 0.750%. The amounts of the margins are calculated on the basis of the Total Leverage Ratio (as defined in the Credit Agreement). A portion of the revolving credit facility may be used for the issuance of letters of credit, and a portion of the amount of the revolving credit facility is available for borrowings in certain agreed foreign currencies.

The revolving borrowings and issuance of letters of credit under the revolving credit facility are subject to the satisfaction of customary conditions, including the accuracy of representations and guarantees and the absence of default.

The credit agreement contains customary and customary representations and warranties, customary and customary covenants and affirmative and negative restrictions, which, among other things, will require borrowers to provide certain financial reports to lenders, will require the Company to maintain certain restrictive covenants. financial instruments relating to leverage and interest coverage, and limit the ability of the Company and its subsidiaries to contract or guarantee additional debt, pay dividends or make other distributions of equity, buy or repurchase capital stock or debt, make certain investments, sell assets, carry out certain transactions, and effect a consolidation or merger. The obligations of borrowers under the Credit Facilities under the Credit Agreement may be accelerated in the event of customary default, including non-payment of principal, interest, charges and other amounts, incorrect statements and guarantees, breach of restrictive covenants, cross defaults and acceleration, voluntary and involuntary bankruptcy or insolvency proceedings, inability to pay debts as they fall due, material judgments, ERISA events, actual or alleged invalidity of security documents or guarantees and change of control.

Guarantee and guarantee agreement; Trademark Security Agreement; Patent Security Agreement.

Under the terms of the credit agreement, the November 17, 2021, the Parties to the Loan and the Administrator have entered into a Guarantee and Pledge Agreement (the “Guarantee and Pledge Agreement”), under which each Loan part
pledges, assigns and grants to the administrative agent, in the name and for the benefit of the lenders, a security interest in all his rights, titles and interests on, on and under all the personal property, whether they are currently held by or in because of, or after having been acquired by or born in favor of such Loan part
(including under any trade name or derivative), and whether owned or shipped by or to, or leased from or to, such Loan part, and regardless of their location, except for the specific excluded personal property identified in the Guarantee and Guarantee Agreement (collectively, the “Guarantee”). Notwithstanding the foregoing, the Guarantee does not include, among other items, more than 65% of the share capital of the first tier foreign subsidiaries of the Company. The warranty and guarantee agreement contains other usual representations, warranties and commitments of the parties.

Under the Guarantee and Pledge Agreement, some of the Parties to the loan have delivered a Patent Guarantee Agreement and a Trademark Guarantee Agreement in favor of the Administrator under which each of the Parties to the loan signatory of the latter undertakes, assigns and grants to the Administrative Agent, in the name and for the benefit of the Lenders, a security on all. . .

Article 1.02. Termination of an important definitive agreement.

Effective from November 17, 2021, within the framework of the conclusion by the Company of the Credit Agreement, the former Credit Agreement of the Company, dated October 1, 2018, as amended (the “Old Credit Agreement”), with JPMorgan Chase Bank, NA., as administrative agent and syndicate of lenders, was terminated. The loans outstanding under the old credit agreement at the time of its termination were subsequently repaid under the terms of the credit agreement and the collateral under the old credit agreement was terminated and no penalty of early termination has not been incurred in this regard. Letters of credit outstanding on behalf of the Company have been transferred to the credit agreement and remain unpaid under it.

Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant.

The information set out in Item 1.01 of this Form 8-K is hereby incorporated into this Item 2.03 by reference.

Item 8.01. Other Events.


At November 17, 2021, the Company issued a press release announcing its entry into the credit agreement. A copy of the press release is filed and attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits



Exhibit
Number                                    Description
99.1        Press release dated November 17, 2021*
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




* Filed herewith.



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