MTS SYSTEMS CORPORATION (NASDAQ:MTSC) Files An 8-K Entry into a Material Definitive Agreement

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MTS SYSTEMS CORPORATION (NASDAQ:MTSC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On July6, 2017, MTS Systems Corporation (the “Company”) entered into an amendment (the “Amendment”) to its Credit Agreement dated as of July5, 2016 among the Company, the Company’s foreign subsidiaries from time to time party thereto, the lenders from time to time party thereto, U.S. Bank National Association and HSBC Bank USA, National Association as Co-Documentation Agents, Wells Fargo Bank, National Association as Syndication Agent, JPMorgan Chase Bank, N.A. as Administrative Agent and JP Morgan Chase Bank, N.A. and Wells Fargo Securities, LLC as Joint Bookrunners and Joint Lead Arrangers (the “Credit Agreement”). The Credit Agreement provides for a senior secured credit facility.

The Credit Agreement was amended to decrease the applicable interest rate margin for the TrancheB Term Loans under the Credit Agreement by 100 basis points for both Eurocurrency Term Loans and ABR Term Loans (as defined in the Credit Agreement). As a result, the applicable margin for TrancheB Term Loans designated as Eurocurrency Term Loans will be 3.25% and the applicable rate for TrancheB Term Loans designated as ABR Term Loans will be 2.25%. In addition, the applicable margin for loans under the revolving credit facility, as well as the commitment fee payable on the average daily amount of the available revolving commitment, was reduced to the percentages set forth below determined in accordance with the following pricing grid based on the Company’s total leverage ratio:

TotalLeverageRatio

Commitment FeeRate

Eurocurrency Spreadfor

RevolvingLoans

ABR SpreadforRevolving

Loans

Category 1:

< 2.00 to 1.00

0.25

%

2.00

%

1.00

%

Category 2:

> 2.00 to 1.00 but < 2.50 to 1.00

0.25

%

2.25

%

1.25

%

Category 3:

> 2.50 to 1.00 but < 3.00 to 1.00

0.30

%

2.50

%

1.50

%

Category 4:

> 3.00 to 1.00 but < 3.50 to 1.00

0.35

%

2.75

%

1.75

%

Category 5:

> 3.50 to 1.00

0.40

%

3.00

%

2.00

%

The Amendment also reset the period during which a 1.0% premium payment may be required for a “Repricing Transaction” (as defined in the Credit Agreement) until one year after the effective date of the Amendment.

The financial institutions party to the Credit Agreement and the Amendment have performed and may continue to perform commercial banking and financial services for the Company for which they have received and will continue to receive customary fees.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit10.1 hereto and incorporated by reference in this Current Report on Form8-K.

Item 1.01. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The discussion set forth in Item 1.01 is incorporated into this Item 1.01 by reference.

Item 1.01. Regulation FD Disclosure.

On July6, 2017, the Company issued a press release announcing the Amendment. A copy of the press release is attached hereto as Exhibit99.1. The information contained in Exhibit99.1 is being furnished to Item 1.01 of this Current Report on Form8-K and shall not be deemed to be “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under Section18 of the Exchange Act. Furthermore, the information contained in Exhibit99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 1.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Amendment No.2 to Credit Agreement, dated as of July6, 2017, among MTS Systems Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent and Swingline Lender, JPMorgan Chase Bank, N.A. and U.S. Bank National Association, as Issuing Banks, the Revolving Lenders party thereto and Bank of America, N.A., as an Additional Lender.

99.1 Press Release dated July6, 2017.


MTS SYSTEMS CORP Exhibit
EX-10.1 2 a17-16878_1ex10d1.htm EX-10.1 Exhibit 10.1   AMENDMENT NO. 2 TO CREDIT AGREEMENT   This Amendment No. 2 to Credit Agreement,…
To view the full exhibit click here

About MTS SYSTEMS CORPORATION (NASDAQ:MTSC)

MTS Systems Corporation (MTS) is a global supplier of test systems and position sensors. The Company’s operations are organized and managed in two business segments: the Test segment and the Sensors. Testing segment’s testing hardware, software and services solutions help customers improve their design, development, and manufacturing processes and are used for determining the mechanical behavior of materials, products, and structures. Test also sells a range of accessories and spare parts, as well as services, including installation, calibration, maintenance, training and consulting. MTS’ sensors segment provides controls for a range of industrial and vehicular applications. The segment’s customer industries include manufacturers of plastic injection molding machines, steel mills, fluid power, oil and gas, medical, wood product processing equipment, mobile equipment, and energy.