SPX FLOW, INC. (NYSE:FLOW) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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SPX FLOW, INC. (NYSE:FLOW) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement.

On December 16, 2016, SPX FLOW, Inc. (the Company) and certain of
its subsidiaries entered into an amendment (the Second Amendment)
to the Companys existing Credit Agreement, dated as of September
1, 2015 and amended as of July 11, 2016 (the Existing Credit
Agreement and, as amended by the Second Amendment, the Credit
Agreement), by and among the Company, the foreign subsidiary
borrowers party thereto, the lenders party thereto, Deutsche Bank
AG Deutschlandgeschft Branch, as foreign trade facility agent,
and Bank of America, N.A., as administrative agent (the
Administrative Agent). The Second Amendment amended the Existing
Credit Agreement to, among other things:
provide for a period of covenant relief through December
31, 2018 (the Covenant Relief Period) with the option for
the Company to earlier terminate the Covenant Relief Period
if the consolidated leverage ratio is less than or equal to
3.25:1.00 and the interest coverage ratio is greater than
or equal to 3.50:1.00;
during the Covenant Relief Period, increase the maximum
consolidated leverage ratio that must be maintained by the
Company from 4.00:1.00 to 4.75:1.00 through the fiscal
quarter ending September 30, 2017 and thereafter stepping
down to (i) 4.50:1.00 for the fiscal quarters ending
December 31, 2017 and March 31, 2018, (ii) 4.25:1.00 for
the fiscal quarters ending June 30, 2018 and September 30,
2018 and (iii) 4.00:1.00 for the fiscal quarter ending
December 31, 2018;
during the Covenant Relief Period, decrease the minimum
interest coverage ratio that must be maintained by the
Company from 3.50:1.00 to 3.00:1.00 through the fiscal
quarter ending March 31, 2018 and thereafter stepping up to
(i) 3.25:1.00 for the fiscal quarters ending June 30, 2018
and September 30, 2018 and (ii) 3.50:1.00 for the fiscal
quarter ending December 31, 2018;
during the Covenant Relief Period, require that the Company
maintain a maximum consolidated secured leverage ratio of
2.50:1.00; and
amend the per annum fees charged and the interest rate
margins applicable to Eurodollar and alternate base rate
loans as follows:
At Any Time Other Than During the Covenant Relief
Period
Consolidated Leverage Ratio
Domestic Revolving Commitment Fee
Global
Revolving
Commitment
Fee
Letter of Credit Fee
Foreign Credit Commitment Fee
Foreign Credit Instrument Fee
LIBOR Rate Loans
ABR Loans
Greater than or equal to 3.50 to 1.0
0.400%
0.400%
2.250%
0.400%
1.375%
2.250%
1.250%
Between 3.00 to 1.0 and 3.50 to 1.0
0.350%
0.350%
2.000%
0.350%
1.250%
2.000%
1.000%
Between 2.00 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 2.00 to 1.0
0.275%
0.275%
1.500%
0.275%
0.875%
1.500%
0.500%
Between 1.00 to 1.0 and 1.50 to 1.0
0.250%
0.250%
1.375%
0.250%
0.800%
1.375%
0.375%
Less than 1.00 to 1.0
0.225%
0.225%
1.250%
0.225%
0.750%
1.250%
0.250%
During the Covenant Relief Period
Consolidated Leverage Ratio
Domestic Revolving Commitment Fee
Global
Revolving
Commitment
Fee
Letter of Credit Fee
Foreign Credit Commitment Fee
Foreign Credit Instrument Fee
LIBOR Rate Loans
ABR Loans
Greater than or equal to 3.50 to 1.0
0.500%
0.500%
2.750%
0.500%
1.675%
2.750%
1.750%
Between 3.00 to 1.0 and 3.50 to 1.0
0.450%
0.450%
2.500%
0.450%
1.550%
2.500%
1.500%
Between 2.00 to 1.0 and 3.00 to 1.0
0.400%
0.400%
2.250%
0.400%
1.300%
2.250%
1.250%
Between 1.50 to 1.0 and 2.00 to 1.0
0.375%
0.375%
2.000%
0.375%
1.175%
2.000%
1.000%
Between 1.00 to 1.0 and 1.50 to 1.0
0.350%
0.350%
1.875%
0.350%
1.50%
1.875%
0.875%
Less than 1.00 to 1.0
0.325%
0.325%
1.750%
0.325%
1.050%
1.750%
0.750%
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 Exhibit
10.1 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information disclosed above under Item 1.01 is incorporated
herein by reference.
Item 9.01. >Financial Statements and Exhibits.
Exhibit Number
Description
10.1
Second Amendment to Credit Agreement, dated as of
December 16, 2016, among SPX FLOW, Inc., the Foreign
Subsidiary Borrowers party thereto, the Subsidiary
Guarantors party thereto, the Lenders party thereto,
Deutsche Bank AG Deutschlandgeschft Branch, as Foreign
Trade Facility Agent, and Bank of America, N.A., as
Administrative Agent.


About SPX FLOW, INC. (NYSE:FLOW)

SPX FLOW, Inc. is a global supplier of engineered solutions. The Company engineers, designs, manufactures and markets products and solutions used to process, blend, filter, dry, meter and transport fluids with a focus on original equipment installation, including turn-key systems, modular systems and components, as well as aftermarket components and support services. The Company operates through three segments: Food and Beverage; Power and Energy, and Industrial. The Company’s product portfolio includes pumps, valves, mixers, filters, air dryers, hydraulic tools, homogenizers, separators and heat exchangers, along with the related aftermarket parts and services. It supports global industries, including food and beverage; oil and gas; power generation, including nuclear and conventional; chemical processing, and compressed air and mining. Its brands include Anhydro, APV, Bran+Luebbe, Gerstenberg Schroeder, LIGHTNIN, Seital and Waukesha Cherry-Burrell.

SPX FLOW, INC. (NYSE:FLOW) Recent Trading Information

SPX FLOW, INC. (NYSE:FLOW) closed its last trading session up +0.68 at 31.65 with 405,570 shares trading hands.