SUPERIOR INDUSTRIES INTERNATIONAL, INC. (NYSE:SUP) Files An 8-K Entry into a Material Definitive Agreement

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SUPERIOR INDUSTRIES INTERNATIONAL, INC. (NYSE:SUP) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry Into A Material Definitive Agreement

Indenture

On June15, 2017, Superior Industries International, Inc.
(Superior) completed its previously announced private offering
(the Offering) of 250million aggregate principal amount of 6.000%
Senior Notes due 2025 (the Notes) to a purchase agreement, dated
June8, 2017, by and between Superior, certain subsidiary
guarantors party thereto (the Subsidiary Guarantors) and J.P.
Morgan Securities PLC, as representative of the several initial
purchasers named therein. Superior used $11.2 million of the net
proceeds from the Offering to repay a portion of the outstanding
indebtedness under the Term Loan Facility (as defined below).

In connection with the closing of the Offering, Superior and the
Subsidiary Guarantors entered into an Indenture, dated June15,
2017 (the Indenture), between Superior, the Subsidiary
Guarantors, The Bank of New York Mellon SA/NV, Luxembourg Branch,
as registrar and transfer agent and The Bank of New York Mellon
acting through its London Branch, as trustee (the Trustee). The
Indenture provides, among other things, that the Notes will be
senior unsecured obligations of Superior. Superiors payment
obligations under the Notes are fully and unconditionally
guaranteed, jointly and severally, on a senior unsecured basis by
the Subsidiary Guarantors Interest payable on the Notes on June15
and December15 of each year, beginning on December15, 2017. The
Notes will mature on June15, 2025.

The Indenture contains restrictive covenants that, among other
things, limit the ability of Superior and the Subsidiary
Guarantors to: (i)incur additional indebtedness or issue certain
preferred stock; (ii)pay dividends on, or make distributions in
respect of, their capital stock; (iii)make certain investments or
other restricted payments; (iv)sell certain assets or issue
capital stock of restricted subsidiaries; (v)create liens;
(vi)merge, consolidate, transfer or dispose of substantially all
of their assets; and (vii)engage in certain transactions with
affiliates. These covenants are subject to a number of important
limitations and exceptions that are described in the Indenture.

The Indenture provides for customary events of default that
include, among other things (subject in certain cases to
customary grace and cure periods): (i) nonpayment of principal,
premium, if any, and interest, when due; (ii)breach of covenants
in the Indenture; (iii)a failure to pay certain judgments; and
(v)certain events of bankruptcy and insolvency. If an event of
default occurs and is continuing, the Trustee or holders of at
least 30% in principal amount of the then outstanding Notes may
declare the principal, premium, if any, and accrued and unpaid
interest on all the Notes to be due and payable. These events of
default are subject to a number of important qualifications,
limitations and exceptions that are described in the Indenture.

Superior may redeem the Notes, in whole or in part, on or after
June15, 2020 at redemption prices of 103.000% and 101.500% of the
principal amount thereof if the redemption occurs during the
12-month period beginning June15, 2020 or 2021, respectively, and
a redemption price of 50% of the principal amount thereof on or
after June15, 2022, in each case plus accrued and unpaid interest
to, but not including, the applicable redemption date. At any
time prior to June15, 2020, Superior may redeem the Notes, in
whole or in part, at a redemption price equal to 50% of the
principal amount thereof, plus a make-whole premium, and accrued
and unpaid interest to, but not including, the applicable
redemption date. At any time prior to June15, 2020, Superior may
redeem up to 40% of the aggregate principal amount of the Notes
at a redemption price equal to 106% of the aggregate principal
thereof, plus accrued and unpaid interest, to, but excluding, the
redemption date.

The Indenture is filed as Exhibit 4.1 to this Current Report on
Form 8-K and is
incorporated by reference herein. The above description of the
Indenture does not purport to be complete and is qualified in its
entirety by reference to the Indenture.

Credit
Agreement

On March22, 2017,
Superior entered into a $550million credit agreement with
Citibank N.A. (Citi), as the Administrative Agent, and the
Lenders party thereto (the Original Credit Agreement). The
Original Credit Agreement consisted of a $400million senior
secured term loan facility (the Term Loan Facility) and a
$150million senior secured revolving credit facility (the
Revolving Credit Facility) in order to fund the payment of the
consideration for the acquisition of Uniwheels AG
(Uniwheels).

On May23, 2017,
Superior and certain of its domestic subsidiaries (the
Guarantors) entered into the First Amendment to Credit Agreement
(the First Credit Agreement Amendment) to amend the Original
Credit Agreement (the Original Credit Agreement as amended by the
First Credit Agreement Amendment, the First Amended Credit
Agreement) in order to, among other things, (i)provide for a
period of 60 days (the Clean-Up Period) after the Closing Date
during which Superior is required to make a term loan prepayment
and a reduction of the revolving commitment under that certain
95,000,000 Senior Facilities Agreement, dated September3, 2014,
as amended on November27, 2015 and amended and restated on July8,
2016, among Uniwheels, Bank Zachodni WBK S.A., as agent, MBANK
S.A., as security agent, and the other parties thereto (Uniwheels
Credit Agreement), (ii) allow for the indebtedness under the
Uniwheels Credit Agreement (as modified during the Clean-Up
Period) to remain outstanding and (iii)allow proceeds of the term
loans made under the Original Credit Agreement to be used to
repay all or a portion of the term loans and revolving loans
outstanding under the Uniwheels Credit Agreement.

On May31, 2017,
Superior and the Guarantors entered into the Second Amendment to
Credit Agreement (the Second Credit Agreement Amendment) to
further amend the Original Credit Agreement (the Original Credit
Agreement as amended by the First Credit Agreement Amendment and
the Second Credit Agreement Amendment, the Second Amended Credit
Agreement) in order to, among other things, increase the
Revolving Credit Facility to $160million.

On June15, 2017,
Superior and the Guarantors entered into the Third Amendment to
Credit Agreement (the Third Credit Agreement Amendment) to
further amend the Original Credit Agreement (the Original Credit
Agreement as amended by the First Credit Agreement Amendment, the
Second Credit Agreement Amendment and the Third Credit Agreement
Amendment, the Amended Credit Agreement) in order to, among other
things, revise certain provisions of the Original Credit
Agreement, including the applicable margin for the term loans,
the mandatory prepayment provisions and defined terms associated
with the foregoing.

The foregoing
descriptions are subject to, and qualified in their entirety by,
the First Amended Credit Agreement, the Second Amended Credit
Agreement and the Amended Credit Agreement. The First Amended
Credit Agreement, the Second Amended Credit Agreement and the
Amended Credit Agreement are attached hereto as Exhibits 10.1,
10.2 and 10.3, respectively, and the terms thereof are
incorporate herein by reference.

Item2.03Creation of a
Direct Financial Obligation or an Obligation under an
Off-Balance Sheet
Arrangement of the Registrant

The information provided under
Indenture in Item 1.01 above is incorporated herein by
reference.

Item9.01 Financial
Statements and Exhibits

(c) Exhibits:


Exhibit


Number


Exhibit


Description

4.1 Indenture, dated as of June15, 2017, among Superior
Industries International, Inc., the subsidiaries of Superior
identified therein, The Bank of New York Mellon SA/NV,
Luxembourg Branch, as registrar and transfer agent and The
Bank of New York Mellon acting through its London Branch, as
trustee.
10.1 First Amendment to Credit Agreement, dated May23, 2017, among
Superior Industries International, Inc., the subsidiaries of
Superior identified therein, Citibank, N.A., as
Administrative Agent, and the Lenders party thereto.
10.2 Second Amendment to Credit Agreement, dated May31, 2017,
among Superior Industries International, Inc., the
subsidiaries of Superior identified therein, Citibank, N.A.,
as Administrative Agent, and the Lenders party thereto.
10.3 Third Amendment to Credit Agreement, dated June15, 2017,
among Superior Industries International, Inc., the
subsidiaries of Superior identified therein, Citibank, N.A.,
as Administrative Agent, and the Lenders party thereto.



SUPERIOR INDUSTRIES INTERNATIONAL INC Exhibit
EX-4.1 2 d383668dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 EXECUTION VERSION INDENTURE Dated as of June 15,…
To view the full exhibit click here
About SUPERIOR INDUSTRIES INTERNATIONAL, INC. (NYSE:SUP)

Superior Industries International, Inc. is engaged in the design and manufacture of aluminum wheels for sale to original equipment manufacturers (OEMs). The Company supplies cast aluminum wheels to automobile and light truck manufacturers, with wheel manufacturing operations in the United States and Mexico. The Company offers wheels in a range of finishes, which include Bright Machined, Polished Face with Painted Window, Fully Painted, Premium Paint, Polished, Chrome Clad and Mirror Finish Ultra Bright Machining. The Company’s products, which are manufactured in its North American facilities, are delivered primarily to automotive assembly operations in North America for global OEMs. Its OEM aluminum wheels are primarily sold for factory installation, as either optional or standard equipment, on various vehicle models. As of December 31, 2015, the Company operated five manufacturing facilities in the United States and Mexico.

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