MILLER INDUSTRIES, INC. (NYSE:MLR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On December 20, 2018, Miller Industries, Inc. (the “Company”) and certain of its subsidiaries entered into (a) an Amended and Restated Loan Agreement (the “Amended Loan Agreement”) with First Tennessee Bank National Association (“First Tennessee”), and (b) an Amended and Restated Master Revolving Credit Note, dated as of December 20, 2018, in the principal amount of $50.0 million, with a maturity date of May 31, 2022 (the “Amended Note”).
The Amended Loan Agreement amends and restates the prior Amended and Restated Loan Agreement dated as of July 19, 2018 governing the Company’s existing $50.0 million unsecured revolving credit facility with First Tennessee (the “Prior Loan Agreement”) to (i) renew and extend the maturity date from May 31, 2020 to May 31, 2022 and make certain other conforming changes, (ii) amend the tangible net worth covenant to increase the minimum required compliance level thereunder from $130 million to $160 million, and (iii) modify certain other terms and provisions thereof, including definitions as set forth therein. All other material terms and conditions of the Prior Loan Agreement remain unchanged.
The Amended Note amends and restates the prior Amended and Restated Master Revolving Credit Note, dated as of July 19, 2018 in the principal amount of $50.0 million (the “Prior Note”), to (i) extend the maturity date from May 31, 2020 to May 31, 2022, (ii) reduce the interest rate on outstanding loans under the Amended Loan Agreement from one month LIBOR rate plus 150 basis points to one month LIBOR rate plus an applicable margin of either 1% or 1.20% depending on the Company’s Leverage Ratio (as such term is defined in the Amended Note), which margin adjusts periodically from time to time based on changes in such Leverage Ratio, and (iii) make certain other changes to the interest rate provisions in the Amended Note. All other material terms of the Prior Note remain unchanged.
The foregoing descriptions of the Amended Loan Agreement and the Amended Note are qualified in their entirety by reference to the Amended Loan Agreement and the Amended Note, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and 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 information required by Item 2.03 relating to the Amended Loan Agreement and the Amended Note is contained in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
MILLER INDUSTRIES INC /TN/ Exhibit
EX-10.1 2 tv509823_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDED AND RESTATED LOAN AGREEMENT [This Amended and Restated Loan Agreement amends and replaces the certain Amended and Restated Loan Agreement dated July 19,…
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About MILLER INDUSTRIES, INC. (NYSE:MLR)
Miller Industries, Inc. is a manufacturer of towing and recovery equipment. The Company manufactures the bodies of wreckers and car carriers, which are installed on truck chassis manufactured by third parties. The Company purchases truck chassis for resale to its customers. The Company also manufactures vehicle transport trailers. The Company’s products are sold through independent distributors that serve approximately 50 states, Canada and Mexico, and other foreign markets, including Europe, the Pacific Rim, the Middle East, South America and Africa, and through prime contractors to governmental entities. The Company’s products are offered under various brands, including Century, Vulcan, Challenger, Holmes, Champion, Chevron, Eagle, Titan, Jige and Boniface. The Company’s wreckers are used to recover and tow disabled vehicles and other equipment, and range in type from the conventional tow truck to large recovery vehicles with approximately 70-ton lifting capacities.