Allient Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01.Entry into a Material Definitive Agreement.
Amendments to Revolving Credit Facility
On October 22, 2024, Allient Inc. and one of its subsidiaries, Allied Motion Technologies B.V. (together, the “Company”) entered into a Second Amendment (the “Amendment”) to Third Amended and Restated Credit Agreement with HSBC Bank USA, National Association, as Administrative Agent, and the other financial institutions signatory thereto. All capitalized terms used in this Current Report on Form 8-K and not otherwise defined herein have the meanings ascribed to such terms in the Credit Agreement, as amended (the “Revolving Facility”).
The Revolving Facility contains affirmative and negative covenants customarily found in facilities of this type. Pursuant to the Amendment, the Company’s maximum permitted Leverage Ratio is (i) increased to 4.5:1.0 for the quarters ending March 31, 2025, and June 30, 2025, and (ii) increased to 4.0:1.0 for the quarter ending September 30, 2025.
In calculating certain financial covenants under the Revolving Facility, the definition of Consolidated EBITDA was revised to permit the inclusion of certain acquisition, business retention, restructuring, integration, and realignment costs. Additionally, the Amendment imposed certain restrictions on acquisitions through December 31, 2025.
Pursuant to the Amendment, the Applicable Rate for the period beginning on January 1, 2025 and ending on September 30, 2025 is set forth in Pricing Level VII of the Revolving Facility, regardless of the Company’s Leverage Ratio.
The foregoing summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment to Third Amended and Restated Credit Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
On July 30, 2024, the Company entered into a First Amendment to Third Amended and Restated Credit Agreement (the “First Amendment”) that included non-material amendments to amend certain non-U.S. collateral pledge requirements and make other non-material amendments. A copy of the First Amendment is filed as Exhibit 10.1 hereto.
Amendments to Note Purchase and Private Shelf Agreement
On October 22, 2024, Allient Inc. entered into a Second Amendment (the “NPA Amendment”) to Note Purchase and Private Shelf Agreement (the “NPA”) with the noteholders signatory thereto. Pursuant to the NPA Amendment, the Leverage Ratio, definition of Consolidated EBITDA and restrictions on acquisitions under the NPA were modified to be consistent with the Revolving Facility.
Pursuant to the NPA Amendment, the fourth calendar quarter of 2024 and the first three calendar quarters of 2025 are deemed to be an Increased Leverage Period (as defined in the NPA Amendment), resulting in a 50 basis point increase in the interest rate under the NPA.
The foregoing summary description of the NPA Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment to Note Purchase and Private Shelf Agreement, which is filed as Exhibit 10.4 hereto and is incorporated herein by reference.
On July 30, 2024, the Company entered into a First Amendment to Note Purchase and Private Shelf Agreement (the “First NPA Amendment”) that that included non-material amendments to amend certain non-
U.S. collateral pledge requirements and make other non-material amendments. A copy of the First NPA Amendment is filed as Exhibit 10.3 hereto.
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 1.01 is hereby incorporated by reference into this Item 2.03.
Item 7.01.Regulation FD Disclosure.
On October 25, 2024, the Company issued a press release announcing the Amendment and NPA Amendments, a copy of which is furnished herewith as Exhibit 99.1.
The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits
(d)Exhibits. The following exhibit is filed herewith:
10.1 |
10.2 |
10.3 |
10.4 |
99.1 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:October 25, 2024
ALLIENT INC.
By: /s/ James A. Michaud
James A. Michaud
Senior Vice President & Chief Financial Officer