SPX CORPORATION (NYSE:SPXC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into a Material Definitive Agreement.
On December19, 2017, SPX Corporation (the “Company”) and certain of its subsidiaries entered into a Second Amendment to Credit Agreement and Amendment to Guarantee and Collateral Agreement dated as of December19, 2017 (the “Second Amendment”) to amend the Company’s existing Credit Agreement, dated as of September1, 2015, as previously amended (the “Existing Credit Agreement” and, as amended by the Second Amendment, the “Credit Agreement”; capitalized terms used herein and not defined herein having the meanings given to such terms in the Credit Agreement), by and among the Company, the foreign subsidiary borrowers party thereto, the lenders party thereto, Deutsche Bank AG Deutschlandgeschäft Branch, as foreign trade facility agent, and Bank of America, N.A., as administrative agent. The Second Amendment amended the Existing Credit Agreement to, among other things:
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extend the term of each of the facilities under the Existing Credit Agreement to December19, 2022; |
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reduce the available amount under the participation foreign credit instrument facility from $175 million to $145 million and the available amount under the bilateral foreign credit instrument facility from $125 million to $55 million; |
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make available to the Company a new term loan facility, fully funded on December 19, 2017, in the amount of $350 million, from which the Company applied approximately $328 million in proceeds to prepay its existing term loan facility under the Existing Credit Agreement in full; |
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adjust the maximum aggregate amount of additional commitments the Company may seek, without consent from the existing lenders, to add an incremental term loan facility and/or increase the commitments in respect of the domestic revolving credit facility, the global revolving credit facility, the participation foreign credit instrument facility and/or the bilateral foreign credit instrument facility to (i) the greater of (A) $200 million and (B) the Company’s Consolidated EBITDA for the preceding four fiscal quarters, plus (ii) an amount equal to all voluntary prepayments of the term loan facility and voluntary prepayments accompanied by permanent commitment reductions of revolving credit facilities and foreign credit instrument facilities, plus (iii) an unlimited amount so long as, immediately after giving effect thereto, the Company’s Consolidated Senior Secured Leverage Ratio for the prior four fiscal quarters does not exceed 2.75:1.00 (with the provisions described in clauses (ii) and (iii) being essentially unchanged from the Existing Credit Agreement); |
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permit unlimited Investments, capital stock repurchases and dividends, and prepayments of subordinated debt if the Company’s Consolidated Leverage Ratio, after giving pro forma effect to such payments, is less than 2.75 to 1.00 (previously 2.50 to 1.00); |
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increase the Consolidated Leverage Ratio that the Company is required to maintain as of the last day of any fiscal quarter to not more than 3.50 to 1.00 (or 4.00 to 1.00 for the four fiscal quarters after certain permitted acquisitions) and include certain add-backs in the definition of Consolidated EBITDA used in determining such ratio; and |
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adjust the per annum fees charged and the interest rate margins applicable to Eurodollar and alternate base rate loans, in each case based on the Consolidated Leverage Ratio, to be as follows: |
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Consolidated Leverage Ratio |
Domestic Revolving Commitment Fee |
Global Revolving Commitment Fee |
Letterof Credit Fee |
Foreign Credit Commitment Fee |
Foreign Credit Instrument Fee |
LIBOR Rate Loans |
ABR Loans |
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Greater than or equal to 3.00 to 1.0 |
0.350 |
% |
0.350 |
% |
2.000 |
% |
0.350 |
% |
1.250 |
% |
2.000 |
% |
1.000 |
% |
|
Between 2.25 to 1.0 and 3.00 to 1.0 |
0.300 |
% |
0.300 |
% |
1.750 |
% |
0.300 |
% |
1.000 |
% |
1.750 |
% |
0.750 |
% |
|
Between 1.50 to 1.0 and 2.25 to 1.0 |
0.275 |
% |
0.275 |
% |
1.500 |
% |
0.275 |
% |
0.875 |
% |
1.500 |
% |
0.500 |
% |
|
Less than 1.50 to 1.0 |
0.250 |
% |
0.250 |
% |
1.375 |
% |
0.250 |
% |
0.800 |
% |
1.375 |
% |
0.375 |
% |
The foregoing is a summary of the Second Amendment and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed herewith as Exhibit10.1 and incorporated herein by reference.
Item 1.01.Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit Number |
Description |
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10.1 |
Second Amendment to Credit Agreement and Amendment to Guarantee and Collateral Agreement, dated as of December19, 2017, among SPX Corporation, the Foreign Subsidiary Borrowers, the Subsidiary Guarantors, the Lenders party thereto, Deutsche Bank AG Deutschlandgeschäft Branch, as Foreign Trade Facility Agent, and Bank of America, N.A., as Administrative Agent.
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SPX CORP ExhibitEX-10.10.1 2 secondamendmentforedgar_ex.htm EXHIBIT 10.1 Exhibit Exhibit 10.1EXECUTION VERSION SECOND AMENDMENT TO CREDIT AGREEMENTAND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENTdated as of December 19,…To view the full exhibit click here
About SPX CORPORATION (NYSE:SPXC)
SPX Corporation is a diversified, global supplier of infrastructure equipment. The Company operates through three segments: heating, ventilation and air conditioning (HVAC); Detection and Measurement, and Power. The HVAC solutions offered by its businesses include package cooling towers, residential and commercial boilers, heating and ventilation products. Its detection and measurement product lines encompass underground pipe and cable locators, and inspection equipment. Within its power platform, it is a manufacturer of medium and large power transformers, as well as equipment for various types of power plant, including cooling equipment, heat exchangers and pollution control systems. Its heating and ventilation products are sold under the Berko, Qmark, Farenheat, and Leading Edge brands, while its Marley-Wylain subsidiary sells Weil-McLain and Williamson-Thermoflo brands. Its power products are sold under the brand names of SPX Cooling, Marley, Balcke Duerr, Yuba and Ecolaire.
