Shiloh Industries, Inc. (NASDAQ:SHLO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
Shiloh Industries, Inc., a Delaware Corporation (the “Company”), and Shiloh Holdings Netherlands B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands as the borrowers and the Domestic Subsidiaries of Shiloh Industries, Inc. as Guarantors entered into an amendment, dated October 31, 2017 (the “Amendment”), with respect to the Credit Agreement, as amended (the “Credit Agreement”), with Bank of America, N.A., as Administrative Agent, Swing Line Lender, Dutch Swing Line Lender and an L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A. as Joint Lead Arrangers and Joint Bookrunners, CIBC Bank USA, Compass Bank and the Huntington National Bank as Co-Documentation Agents, and the other lender parties thereto. The Amendment amends the Credit Agreement, which was originally entered into on October 25, 2013 and previously amended as of December 30, 2013, June 26, 2014, September 29, 2014, April 29, 2015, October 15, 2015, October 28, 2016 and July 31, 2017. The Amendment modifies the aggregate amount of financing provided by the Credit Agreement up to $350 million and extends the maturity date to five years from the date of the Amendment to October 31, 2022.
The Amendment, among other things: provides for an aggregate availability of $350 million, $275 million of which is available to the Company through the Tranche A Facility and $75 million of which is available to the Dutch borrower through the Tranche B Facility, and eliminates the scheduled reductions in such availability; increases the aggregate amount of incremental commitment increases allowed under the Credit Agreement to up to $150 million subject to our pro forma compliance with financial covenants, the Administrative Agent’s approval and the Company obtaining commitments for any such increase; reduces some of the commitment fees and interest rate margins based on the applicable pricing tier; modifies various baskets related to the sale of accounts receivable, disposition of assets, certain permitted indebtedness and liens, capital expenditures and certain investments and restricted payments; and modifies certain of the thresholds for the consolidated leverage ratio and consolidated interest coverage ratio tests, while eliminating the consolidated fixed charge coverage ratio.
Certain of the lenders under the Credit Agreement, as amended, and their affiliates have provided from time to time, and may continue to provide, investment banking, commercial banking, financial and other services to us for which we have paid and intend to pay customary fees and expense reimbursements.
The foregoing is a summary of the material terms and conditions of the Amendment and not a complete description of the Amendment. Accordingly, the foregoing is qualified in its entirety by reference to the Amendment, attached hereto as Exhibit 10.1, and incorporated herein by reference.
Item 1.01. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The description of the Amendment set forth under Item 1.01 is incorporated into this Item 1.01 by reference.
Item 1.01. Financial Statements and Exhibits.
(c) Exhibits
10.1 Eighth Amendment to the Credit Agreement, dated October 31, 2017, among Shiloh Industries, Inc. and Shiloh Holdings Netherlands B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands as the borrowers and the Domestic Subsidiaries of Shiloh
Industries, Inc. as Guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A. as Joint Lead Arrangers and Joint Bookrunners, CIBC Bank USA, Compass Bank and the Huntington National Bank as Co-Documentation Agents, and the other lender parties thereto.
SHILOH INDUSTRIES INC ExhibitEX-10.1 2 exhibit101-eighthamendment.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1EIGHTH AMENDMENT TOCREDIT AGREEMENTDated as of October 31,…To view the full exhibit click here
About Shiloh Industries, Inc. (NASDAQ:SHLO)
Shiloh Industries, Inc. is a supplier of light weighting and noise, vibration and harshness (NVH) solutions, which are capable of delivering solutions in aluminum, magnesium, steel and steel alloys to the automotive, commercial vehicle and industrial markets. The Company operates through Automotive and Commercial Vehicles segment. It offers solutions through the design and manufacturing of its BlankLight, CastLight and StampLight brands. It offers body systems components, which include shock towers, instrument panel or cross car beams and torque boxes. It offers chassis systems components, which include cross members, frame rails, axle carriers, bearing caps and flanges. It offers powertrain systems components, which include planetary carriers, clutch housings and transmission covers. It performs steel processing services, which include oiling, leveling, cutting-to-length, multi-blanking, slitting, edge trimming of hot and cold-rolled steel coils, and inventory control services.
