CIRCOR INTERNATIONAL, INC. (NYSE:CIR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
entered into a new five year secured Credit Agreement (the “New
Credit Agreement”), dated as of May 11, 2017, among the Company,
as borrower, certain subsidiaries of the Company, as guarantors
(the “Subsidiary Guarantors”), the lenders from time to time
party thereto (the “Lenders”), SunTrust Bank, as administrative
agent, swing line lender and a letter of credit issuer, SunTrust
Robinson Humphrey, Inc., KeyBanc Capital Markets Inc. and
Citizens Bank, National Association, as joint-lead arrangers and
joint-bookrunners, KeyBank National Association, as syndication
agent, and Citizens Bank, National Association, as documentation
agent. The New Credit Agreement provides for a revolving line of
credit, available in an aggregate principal amount of up to $400
million and a term loan which was funded at closing in full, in
an aggregate principal amount of $100 million. The term loan
requires quarterly principal payments of 1.125% beginning June
30, 2017. The Company may repay any borrowings under the New
Credit Agreement at any time, subject to certain limited and
customary restrictions stated in the New Credit Agreement. The
outstanding principal amounts bear interest at a fluctuating rate
per annum (generally the 30 day LIBOR rate) plus an applicable
margin, with such margin being determined in accordance with the
leverage ratio of the Company.
warranties of the Company for the benefit of the Lenders. to the
New Credit Agreement, the Company must comply with various
financial and non-financial covenants. The financial covenants
include a minimum interest coverage ratio and a maximum leverage
ratio. The primary non-financial covenants include, but are not
limited to, restrictions on the Companys ability to conduct
certain mergers or acquisitions, sell certain assets, incur
certain future indebtedness or liens and make certain investments
or loans. The New Credit Agreement also includes certain
customary events of default, including, without limitation,
payment defaults, representation or warranty inaccuracies,
covenant violations, cross-defaults to other agreements
evidencing indebtedness for borrowed money, invalidity of certain
loan documents relating to the New Credit Agreement, certain
judgments, bankruptcy and insolvency events and the occurrence of
events constituting a Change of Control. The Lenders are entitled
to accelerate repayment of the loans under the New Credit
Agreement upon the occurrence, and in certain instances the
continuance, of any events of default under the New Credit
Agreement.
prior Credit Agreement, dated as of July 31, 2014, (the Prior
Credit Agreement), among the Company, as borrower, certain
subsidiaries of the Company, as guarantors, the lenders from time
to time party thereto and SunTrust Bank, as administrative agent,
swing line lender and a letter of credit issuer. The Prior Credit
Agreement, under which the Company had approximately $254 million
outstanding, was terminated, as of May 11, 2017 and replaced by
the New Credit Agreement. As of the date of this filing, the
Company had $256 million outstanding under the New Credit
Agreement.
guarantees all of the obligations under the New Credit Agreement.
To secure their respective obligations under the New Credit
Agreement, the Company and each Subsidiary Guarantor grants a
lien in favor of the secured parties thereunder, in substantially
all of their assets, subject to certain customary exclusions.
qualified in its entirety by reference to the full text of the
New Credit Agreement attached as Exhibit 10.01.
of their affiliates have in the past or may in the future engage
in investment and commercial banking or other transactions of a
financial nature with the Company or its affiliates, including
the provision of certain advisory services and the making of
loans to the Company and its affiliates. In particular, certain
Lenders or their affiliates were agents and/or lenders under the
Prior Credit Agreement.
herein by reference.
Obligation under an Off-Balance Sheet Arrangement of a Registrant
herein by reference.
10.01
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Credit Agreement (the “New Credit Agreement”), dated as of
May 11, 2017, among the Company, as borrower, certain subsidiaries of the Company, as guarantors (the “Subsidiary Guarantors”), the lenders from time to time party thereto (the “Lenders”) and SunTrust Bank, as administrative agent, swing line lender and a letter of credit issuer. |
About CIRCOR INTERNATIONAL, INC. (NYSE:CIR)
CIRCOR International, Inc. (CIRCOR) designs, manufactures and markets engineered products and sub-systems, which are used in the oil and gas, power generation, aerospace, defense and other industrial markets. The Company operates through two segments: CIRCOR Energy (Energy), and CIRCOR Aerospace & Defense (Aerospace & Defense). Its Energy segment provides engineered integrated flow control solutions, valves and services in the oil and gas, and power generation industries. Its Energy segment offers products in the service sector, which includes applications, such as process control, cryogenic, steam power generation systems and process systems. Its Aerospace & Defense segment focuses on areas of actuation systems and fluid control systems and services. Its Aerospace & Defense sub-systems, components and products are used in various commercial and military aircraft, including single and twin-aisle air transport, business and regional jets, and military transports and fighters. CIRCOR INTERNATIONAL, INC. (NYSE:CIR) Recent Trading Information
CIRCOR INTERNATIONAL, INC. (NYSE:CIR) closed its last trading session down -1.93 at 62.72 with 77,287 shares trading hands.