WABASH NATIONAL CORPORATION (NYSE:WNC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On February 24, 2017, Wabash National Corporation (the Company,
Wabash or we) entered into Amendment No. 3 to Credit Agreement
(Amendment No. 3). Amendment No. 3 amends the Credit Agreement,
dated as of May 8, 2012 (the Credit Agreement), among the
Company, the several lenders from time to time party thereto, and
Morgan Stanley Senior Funding, Inc., as administrative agent, as
amended by Amendment No. 1 to Credit Agreement, dated as of April
25, 2013 (Amendment No. 1) and Amendment No. 2 to Credit
Agreement, dated as of March 19, 2015 (Amendment No. 2). The
Credit Agreement, which was described in, and attached as an
exhibit to, our Current Report on Form 8-K filed on May 14, 2012
(the Original Form 8-K), initially provided, among other things,
for a senior secured term loan facility of $300 million (the
Initial Loans). Under Amendment No. 1, which was described in,
and attached as an exhibit to, our Current Report on Form 8-K
filed on April 29, 2013 (the Amendment No. 1 Form 8-K) and which
became effective on May 9, 2013, the lenders agreed to provide to
the Company term loans in an aggregate principal amount of
$277,000,000, which were exchanged for and used to refinance the
then outstanding portion of the Initial Loans (the Tranche B-1
Loans). Under Amendment No. 2, which was described in, and
attached as an exhibit to, our Current Report on Form 8-K filed
on March 23, 2015 (the Amendment No. 2 Form 8-K) and which became
effective on March 23, 2015, the lenders agreed to provide to the
Company term loans in an aggregate principal amount of
$192,845,000, which were exchanged for and used to refinance the
then outstanding portion of the Tranche B-1 Loans (the Tranche
B-2 Loans).
As of February 24, 2017, there was approximately $189,470,000 of
the Tranche B-2 Loans outstanding. Under Amendment No. 3, the
lenders agreed to provide to the Company term loans in the same
aggregate principal amount of the outstanding Tranche B-2 Loans
(the Tranche B-3 Loans), which were used to refinance the
outstanding Tranche B-2 Loans. As was the case with the Tranche
B-2 Loans, the Tranche B-3 Loans mature on March19, 2022, and
include an accelerated maturity provision that applies in the
event the Companys outstanding 3.375% Convertible Senior Notes
due 2018 (the Convertible Notes) are not converted, redeemed,
repurchased or refinanced in full on or before the date that is
91 days prior to the maturity date thereof and the Company is not
then maintaining, or does not continue to maintain until the
Convertible Notes are converted, redeemed, repurchased or
refinanced in full, Liquidity of at least $125 million. Liquidity
is defined in the Credit Agreement and reflects the difference
between (i) the sum of (A) unrestricted cash and cash equivalents
and (B) the amount available and permitted to be drawn under the
Companys existing revolving credit facility and (ii) the amount
necessary to fully redeem the Convertible Notes. The Tranche B-3
Loans shall amortize in equal quarterly installments in aggregate
amounts equal to 0.25% of the initial principal amount of the
Tranche B-3 Loans, with the balance payable at maturity, and will
bear interest at a rate, at the Companys election, equal to (i)
LIBOR (subject to a floor of 0%) plus a margin of 2.75% or (ii) a
base rate (subject to a floor of 0%) plus a margin of 1.75%.
Amendment No. 3 also provides for a 1% prepayment premium
applicable in the event that the Company enters into a
refinancing of, or amendment in respect of, the Tranche B-3 Loans
on or prior to the six month anniversary of the effective date of
Amendment No. 3 that, in either case, results in the all-in yield
(including, for purposes of such determination, the applicable
interest rate, margin, original issue discount, upfront fees and
interest rate floors, but excluding any customary arrangement,
structuring, commitment or underwriting fees) of such refinancing
or amendment being less than the all-in yield (determined on the
same basis) on the Tranche B-3 Loans.
Except as amended by Amendment No. 3, the remaining terms of the
Credit Agreement remain in full force and effect.
The foregoing descriptions of the Credit Agreement, Amendment No.
1, Amendment No. 2 and Amendment No. 3 do not purport to be
complete and are qualified in their entirety by reference to the
full text of each of the Credit Agreement, Amendment No. 1,
Amendment No. 2 and Amendment No. 3, which are attached to the
Original Form 8-K as Exhibit 10.3, Amendment No. 1 Form 8-K as
Exhibit 10.1, Amendment No. 2 Form 8-K as Exhibit 10.1, and this
Current Report as Exhibit 10.1, respectively.
Section 2 Financial Information
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information set forth under Item 1.01Entry into a Material
Definitive Agreement is incorporated in this Item 2.03 by
reference. As of February 24, 2017, after taking into account
entering into Amendment No. 3, the Company will have obligations
outstanding of approximately $189,470,000 under the Credit
Agreement as amended.
Section 8 Other Events
Item 8.01 Other Events.
On February 24, 2017, the Company announced that its board of
directors authorized the Company to repurchase up to an
additional $100 million of its common stock over the next two
years. This authorization is an increase to the existing $100
million repurchase program previously approved in February 2016,
of which approximately $15 million remained available as of
February 23, 2017. Stock repurchases under this program may be
made in the open market or in private transactions at times and
in amounts determined by the Company. The Company, at its sole
discretion, may limit or terminate the stock repurchase program
at any time based on market conditions, liquidity needs or other
factors.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 10.1 |
Amendment No. 3 to Credit Agreement, dated February 24, 2017, among Wabash National Corporation, Morgan Stanley Senior Funding, Inc., as administrative agent, and each lender party thereto. |
About WABASH NATIONAL CORPORATION (NYSE:WNC)
Wabash National Corporation is engaged in designing, manufacturing and marketing standard and customized truck and tank trailers, intermodal equipment and transportation related products. The Company’s segments include Commercial Trailer Products, Diversified Products, Retail, and Corporate and Eliminations. The Commercial Trailer Products segment manufactures standard and customized van and platform trailers. The Commercial Trailer Products segment produces and sells new trailers to the Retail segment and to customers who purchase trailers directly from the Company or through independent dealers. The Diversified Products segment focuses to expand its customer base, and diversify its product offerings and revenues. The Retail segment includes the sale of new and used trailers, as well as the sale of after-market parts and service, through its retail branch network. It offers products under the brand names, including Walker Transport, Brenner Tank, DuraPlate and Beall Trailers. WABASH NATIONAL CORPORATION (NYSE:WNC) Recent Trading Information
WABASH NATIONAL CORPORATION (NYSE:WNC) closed its last trading session up +0.09 at 20.93 with 1,155,225 shares trading hands.