American Axle & Manufacturing Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement |
On May 16, 2024, American Axle & Manufacturing Holdings, Inc. (“Holdings”), American Axle & Manufacturing, Inc., a wholly owned subsidiary of Holdings (“AAM”) entered into the Refinancing Facility Agreement No. 2 (the “Refinancing Facility Agreement”), among AAM, as borrower, Holdings, each financial institution party thereto as a lender (the “New Tranche B Term Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), amending the Amended and Restated Credit Agreement, dated as of March 11, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Amended and Restated Credit Agreement”), among AAM, as borrower, Holdings, each financial institution party thereto from time to time as a lender, and the Administrative Agent.
Pursuant to the Refinancing Facility Agreement, the New Tranche B Term Lenders agreed to provide a $648 million term loan B facility (the “New Term Loan B Facility”), the proceeds from which, together with cash on hand of AAM, were used to (a) prepay the entire principal amount of the outstanding term loan B facility (the “Existing Term Loan B Facility”), (b) pay all accrued and unpaid interest due under the Existing Term Loan B Facility and (c) pay all fees, costs and expenses payable in connection therewith.
The New Term Loan B Facility will mature on December 13, 2029; provided that if on any date prior to such date (a “Reference Date”) any of AAM’s existing senior notes or any indebtedness incurred to refinance any such senior notes in an aggregate principal amount in excess of $250 million is then outstanding and has a maturity date that is on or prior to 91 days after the Reference Date, the New Term Loan B Facility will instead mature on the Reference Date (or, if such date is not a business day, the immediately preceding business day). The Term SOFR loans under the New Term Loan B Facility will bear interest at the applicable Adjusted Term SOFR Rate (as defined in the Amended and Restated Credit Agreement) plus 3.00% per annum, and the alternate base rate loans under the New Term Loan B Facility will bear interest at the alternate base rate plus 2.00% per annum. The Refinancing Facility Agreement established a minimum Adjusted Term SOFR Rate of 0.00%.
The terms of the term loan A facility and the revolving credit facility under the Amended and Restated Credit Agreement, including the maturity dates, interest rates and applicable margins with respect to such interest rates, remain unchanged.
A copy of the Refinancing Facility Agreement is included as Exhibit 10.1 hereto and is incorporated by reference herein. The foregoing description of the Refinancing Facility Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Refinancing Facility Agreement No. 2, dated as of May 16, 2024, among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., certain subsidiaries of American Axle & Manufacturing Holdings, Inc. identified therein, each financial institution party thereto as a lender and JPMorgan Chase Bank, N.A., as Administrative Agent. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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.
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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
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| Date: | May 17, 2024 |
By: | /s/ Christopher J. May | ||
| Christopher J. May | |||||
| Executive Vice President & Chief Financial Officer | |||||