Item 1.01 Entry into a Material Definitive Agreement
On
The Amended Credit Agreement provides for credit facilities in the initial
aggregate principal amount of
Initially, borrowings under the Facilities (other than the 364-Day Facility) bear interest at an annual rate of LIBOR plus 1.75% or base rate plus 0.75%, although these interest rates are subject to incremental increase or decrease based on a consolidated total net leverage ratio. Borrowings under the 364-Day Facility bear interest at an annual rate of LIBOR plus 1.50% or base rate plus 0.50%. In addition, a commitment fee accrues with respect to the unused amount of the Revolving Credit Facility at an annual rate of 0.225%, which rate is also subject to incremental increase or decrease based on a consolidated total net leverage ratio. The Amended Credit Agreement contains customary LIBOR replacement provisions.
The Term Loan A-1 Facility will amortize on a quarterly basis in an annual
amount equal to 2.5% of the original principal amount of the Term Loan A-1
Facility (
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The Company and
Borrowings under the Facilities are secured by a first priority pledge of the following assets:
• 100% of the capital stock of each domestic subsidiary of the Company (other
than unrestricted or inactive subsidiaries);
• 65% of the capital stock of any first tier foreign subsidiary of the Company
and its domestic subsidiaries (other than unrestricted or inactive subsidiaries); and
• substantially all of the assets (including, without limitation, machinery and
equipment, inventory and other goods, accounts receivable, bank accounts, general intangibles, financial assets, investment property, license rights, patents, trademarks, trade names, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds and cash, but excluding real estate interests) of the Company and its domestic subsidiaries (other than unrestricted or inactive subsidiaries).
The Amended Credit Agreement contains certain financial covenants and required financial ratios, including:
• a maximum consolidated total net leverage ratio of not more than 4.75 to 1.0
(with total debt, for the purposes of such ratio, to be net of up to$150 million of unrestricted cash of the Company and its consolidated subsidiaries), which ratio will decrease to 4.5 to 1.0 for each fiscal quarter beginning with the first full fiscal quarter ending after the fiscal quarter during which the previously announced sale of the Company's CPI business is completed (or the definitive agreement therefor expires) and ending with the fiscal quarter endingDecember 31, 2022 , and to 4.0 to 1.0 for each fiscal quarter thereafter; and, once so decreased to 4.0 to 1.0, may be increased (up to three times) at the borrowers' option to not more than 4.5 to 1.0 for the four-quarter period following a significant acquisition; and
• a minimum consolidated interest coverage ratio of at least 2.5 to 1.0.
The Amended Credit Agreement contains affirmative and negative covenants (subject, in each case, to customary and other exceptions and qualifications), including covenants that limit the ability of the Company and its subsidiaries to, among other things:
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• grant liens on assets;
• incur additional indebtedness (including guarantees and other contingent
obligations);
• make certain investments (including loans and advances);
• merge or make other fundamental changes; . . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously reported, on
The consideration paid by
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The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the Purchase Agreement, which was filed as Exhibit 10.1 to the Company's
Current Report on Form 8-K filed on
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 in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
As permitted under Item 9.01(a)(4) of Form 8-K, the required financial statements will be filed by an amendment to this Current Report on Form 8-K no later than the date specified by Item 9.01(a)(4).
(b) Pro Forma Financial Information
As permitted under Items 9.01(a)(4) and 9.01(b) of Form 8-K, the required pro forma financial information will be filed by an amendment to this Current Report on Form 8-K no later than the date specified by Item 9.01(a)(4).
(d) Exhibits
Exhibit Purchase and Sale Agreement dated as ofNovember 4, 2021 among TCFII 2.1NxEdge Holdings, LLC ,TCFII NxEdge LLC andEnPro Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8K filed byEnPro Industries, Inc. onNovember 5, 2021 (File No. 001-31225)) Exhibit Third Amended and Restated Credit Agreement dated as ofDecember 17 , 10.1 2021 amongEnPro Industries, Inc. andEnPro Holdings, Inc. , as borrowers, certain foreign subsidiaries ofEnPro Industries, Inc. from time to time party thereto, as designated borrowers, the guarantors party thereto, the lenders party thereto andBank of America, N.A ., as Administrative Agent, SwingLine Lender and L/C Issuer
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document) 4
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