Inc. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement

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Inc. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement

Inc. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On October 27,2020, Core MoldingTechnologies, Inc.(the “Company”)entered into a
Credit Agreement(the “CreditAgreement”) withWellsFargo Bank,National Association,as
administrative agent, lead arranger andbook runner, and the lenders partythereto (the “Lenders”).
Unless otherwisedefined herein,defined termsshall havethe meaningsset forthin theCredit
Agreement.
to the termsof the CreditAgreement, the Lendersmade available to theCompany
secured loans (the“WellsFargo Loans”) inthe maximum aggregateprincipal amount of
$43,500,000, consistingof (i)a revolvingloan commitmentof $25,000,000(approximately
$8,745,000 ofwhich wasadvanced tothe Companyon October28, 2020)and (ii)term loan
commitments of $18,500,000($16,790,000 of whichwas advanced tothe Company onOctober
28, 2020).The Credit Agreement also makes available to the Company an incremental revolving
commitment in the maximum amount of $10,000,000 at the Company’s option at any time during
the three (3) year period following the Closing.Such revolving loan commitment terminates, and
all outstanding borrowings thereundermust be repaid, onOctober 27, 2024, andsuch term loans
are to berepaid in monthlyinstallments with theremaining outstanding balancedue on October
27, 2024, ineach case subjectto certain optionaland mandatory repaymentterms.The Company’s
obligations under the Credit Agreement and theLoans are unconditionally guaranteed by each of
the Company’sU.S. and Canadiansubsidiaries, with suchobligations of theCompany and such
subsidiaries being secured by a lien on substantially all of their U.S. and Canadian assets.
In connectionwith the fundingof the WellsFargo Loans, FGIEquipment Finance LLC
advanced to the Companyon October 27, 2020, to a MasterSecurity Agreement, dated
as ofOctober 20,2020 (the“Security Agreement”),among FGIEquipment FinanceLLC, the
Company asdebtor, andeach ofCore CompositesCorporation, asubsidiary ofthe Company
organized in Delaware, and CC HPM, S.de R.L. de C.V., a subsidiary of the Companyorganized
in Mexico, as guarantors, aterm loan in the principalamount of $13,200,000 (the “FGIEFLoan”),
which loan is evidenced bythat certain Promissory Note dated October20, 2020 (the “FGI Note”)
and secured bycertain machinery andequipment ofthe guarantors locatedin Mexico,and real
property ofCorecomposites deMexico, S.de R.L. deC.V.,also asubsidiary ofthe Company
organized in Mexico, located in Matamoros, Mexico.
The proceeds ofthe WellsFargo Loans andthe FGIEF Loanswere used inpart to repay
all existing outstandingindebtedness of theCompany owing toKeyBank National Association,
and to pay certainfees and expenses associatedwith the transactions contemplatedby the Credit
Agreement and the SecurityAgreement, and will be usedto finance the ongoing generalcorporate
needs of the Company.
The Credit Agreementand the SecurityAgreement, together withthe FGI Note,contain
certain customary representations andwarranties, conditions, affirmative andnegative covenants
and events of defaults.
The foregoing descriptions of the CreditAgreement, the Security Agreement and theFGI
Note do notpurport to becomplete and arequalified in theirentirety by referenceto the Credit
Agreement, the Security Agreement and the FGI Note,a copy of which are attached tothis Form
8-K as Exhibit10.1, Exhibit 10.2and Exhibit 10.3,respectively, andare incorporated hereinby
reference.
Item 1.02 Terminationof a Material Definitive Agreement.
On October 28, 2020, the Company repaid in full all indebtedness of the Company and its
subsidiary, HorizonPlastics International Inc.(totaling $36,392,704.20) underthat certain
Amended and Restated Credit Agreement, originally dated as of January 16, 2018,with KeyBank
National Association (“Key”)as the administrativeagent and variousother financial institutions
thereto as lenders(as amended as ofMarch 14, 2019,the “Prior CreditAgreement”). In connection
with such repayment,the liens andsecurity interests grantedin connection withthe Prior Credit
Agreement werereleased (otherthan certainsecurity interestsheld byKey withrespect to
deposits).
The foregoing description ofthe Prior Credit Agreementdoes not purport tobe complete
and is qualifiedin its entiretyby reference toExhibit 10.1 tothe Company’sCurrent Report on
Form 8-K, as filed with theCommission on January 19, 2018. Suchdescriptions and exhibits are
incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The disclosures contained above under Item 1.01 are incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
10.1
Credit Agreement
10.2
Security Agreement
10.3
FGI Note
CORE MOLDING TECHNOLOGIES INC Exhibit
EX-10.1 2 ex101.htm CREDIT AGREEMENT ex101           CREDIT AGREEMENT by and among WELLS FARGO BANK,…
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About Inc. (NASDAQ:INCR)

INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.