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
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