TOWER INTERNATIONAL, INC. (NYSE:TOWR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Consent and Amendment to Fourth Amended and Restated Revolving Credit and Guaranty Agreement

On December 14, 2018, Tower International, Inc. (the “Company”) entered into a Consent and Amendment (the “Revolver Amendment”) in respect of the Fourth Amended and Restated Revolving Credit and Guaranty Agreement, dated as of March 7, 2017 (the “Amended Revolving Credit Agreement”), by and among Tower Automotive Holdings USA, LLC (the “Borrower”), the Company, Tower Automotive Holdings I, LLC (“Holdco”), Tower Automotive Holdings II(a), LLC (“Foreign Holdco”), the subsidiary guarantors named therein (the “Revolver Guarantors”), the financial institutions from time to time party thereto, as Lenders, and JPMorgan Chase Bank, N.A., as an Issuing Lender, as a Swing Line Lender and as Administrative Agent (in such capacity, the “Revolver Agent”) for the Lenders.

to the Revolver Amendment, the Consenting Lenders (as defined in the Revolver Amendment) consented to (i) the sale or other disposition by an indirect subsidiary of the Company of all or substantially all of the Equity Interests (as defined in the Amended Revolving Credit Agreement) of Tower Automotive Holdings Europe B.V. to Financière SNOP Dunois S.A. (such disposition, the “Tower Europe Disposition”) and (ii) the sale or transfer by the Borrower and one or more of its Affiliates (as defined in the Revolver Amendment) of certain intercompany loans (the “Intercompany Note Sale”) in connection with the Tower Europe Disposition.

In addition, the Revolver Amendment, among other things, (i) extends the expiration date for the Amended Revolving Credit Agreement to March 7, 2023, (ii) permits, so long as no Default (as defined in the Amended Revolving Credit Agreement) shall have occurred and be continuing or would result therefrom, Holdco to make Restricted Payments (as defined in the Amended Revolving Credit Agreement) to the Company in an amount not to exceed $80,000,000, which amounts shall be used by the Company to repurchase its Equity Interests (as defined in the Amended Revolving Credit Agreement), and (iii) increases the amount of cash that can be deducted from total Indebtedness (as defined in the Amended Revolving Credit Agreement) in order to calculate Total Net Debt (as defined in the Amended Revolving Credit Agreement) from $125,000,000 to $300,000,000.

The Revolver Amendment shall become effective upon, among other things, the delivery of customary closing deliverables and consummation of the Tower Europe Disposition and the Intercompany Note Sale. Except as expressly modified by the Revolver Amendment, the Amended Revolving Credit Agreement remains in full force and effect.

The description of the Revolver Amendment is qualified in its entirety by reference to the full text of the Revolver Amendment, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Consent and Amendment to Term Loan and Guaranty Agreement

On December 14, 2018, the Company entered into a Consent and Amendment (the “Term Loan Amendment”) in respect of the Term Loan and Guaranty Agreement, dated as of April 23, 2013 (as amended to a First Refinancing Term Loan Amendment, dated as of July 29, 2013, a Second Refinancing Term Loan Amendment, an Additional Term Loan Amendment dated as of January 31, 2014 and a Third Refinancing Term Loan Amendment, dated as of March 7, 2017, the “Term Loan Agreement”) by and among the Borrower, the Company, Holdco, Foreign Holdco and certain other domestic subsidiaries of the Company as guarantors, each of the financial institutions from time to time party thereto as Lenders, and Citibank, N.A., as administrative agent (in such capacity, the “Term Loan Agent”) for the Lenders, to which, among other things, the Lenders disbursed term loans to Borrower in the aggregate amount of $361.5 million. As of December 14, 2018, term loans in the aggregate principal amount of approximately $305.2 million were outstanding (the “Outstanding Term Loans”) under the Term Loan Agreement.

to the Term Loan Amendment, the Lenders party thereto (which constitute the Required Lenders (as defined in the Term Loan Agreement)) consented to (i) the Tower Europe Disposition and (ii) Intercompany Note Sale in connection with the Tower Europe Disposition.

In addition, the Term Loan Amendment, among other things, (i) provides that substantially simultaneously with the consummation of the Tower Europe Disposition, the Borrower shall prepay outstanding Loans (as defined in the Term Loan Agreement) in an aggregate principal amount of $50,000,000 in accordance with Section 2.12(a) of the Term Loan Agreement and the prepayment of such Loans shall be applied to each outstanding Class (as defined in the Term Loan Agreement) of Loans in accordance with Section 2.12(b) of the Term Loan Agreement; provided that, notwithstanding the terms of the Term Loan Agreement (including Section 2.11 thereof), the only prepayment of Loans the Borrower shall be required to make in connection with the Tower Europe Disposition shall be the prepayment as described above and the remaining proceeds of the Tower Europe Disposition may be retained by the Borrower and shall not be subject to the requirements of Section 2.11 of the Term Loan Agreement, (ii) permits, so long as no Default (as defined in the Term Loan Agreement) shall have occurred and be continuing or would result therefrom, Holdco to make Restricted Payments (as defined in the Term Loan Agreement) to the Company in an amount not to exceed $80,000,000, which amounts shall be used by the Company to repurchase its Equity Interests (as defined in the Term Loan Agreement), and (iii) increases the amount of cash that can be deducted from total Indebtedness (as defined in the Term Loan Agreement) in order to calculate Total Net Debt (as defined in the Term Loan Agreement) from $125,000,000 to $300,000,000.

The Term Loan Amendment shall become effective upon, among other things, the delivery of customary closing deliverables and consummation of the Tower Europe Disposition and the Intercompany Note Sale. Except as expressly modified by the Term Loan Amendment, the Term Loan Agreement remains in full force and effect.

The description of the Term Loan Amendment is qualified in its entirety by reference to the full text of the Term Loan Amendment, which is attached hereto as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

(d)Exhibits

Tower International, Inc. Exhibit
EX-10.1 2 tv509399_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   EXECUTION VERSION   CONSENT AND AMENDMENT   CONSENT AND AMENDMENT,…
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About TOWER INTERNATIONAL, INC. (NYSE:TOWR)

Tower International, Inc. is a global manufacturer of engineered automotive structural metal components and assemblies primarily serving original equipment manufacturers (OEMs). The Company operates in two segments: Americas and International. The International segment consists of Europe and Asia, and the Americas segment consists of North America and South America. The Company offers its automotive customers a product portfolio, supplying body-structure stampings, frame and other chassis structures, and complex welded assemblies for small and large cars, crossovers, pickups and sport utility vehicles (SUVs). The Company’s products are manufactured at approximately 30 facilities, located in North America, Europe, Brazil and China. The Company supports its manufacturing operations through approximately seven engineering and sales locations around the world. It produces a range of structural components and assemblies.