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    Bel Fuse Inc. filed SEC Form 8-K: Creation of a Direct Financial Obligation, Financial Statements and Exhibits

    12/10/21 8:30:52 AM ET
    $BELFA
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    belfb20211207_8k.htm
    false 0000729580 0000729580 2021-12-06 2021-12-06 0000729580 belfb:ClassACommonStockCustomMember 2021-12-06 2021-12-06 0000729580 belfb:ClassBCommonStockCustomMember 2021-12-06 2021-12-06
     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
    FORM 8-K
     
    CURRENT REPORT
    PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
     
    Date of report (Date of earliest event reported):  December 6, 2021
     
    BELFUSE INC /NJ
     
    BEL FUSE INC.
    (Exact Name of Registrant as Specified in its Charter)
     
    New Jersey
     
    000-11676
     
    22-1463699
    (State of  incorporation)
     
    (Commission File Number)
     
    (I.R.S. Employer Identification No.)
     
     
    206 Van Vorst Street, Jersey City, New Jersey
     
    07302
    (Address of principal executive offices)
     
    (Zip Code)
     
    Registrant's telephone number, including area code:  (201) 432-0463
     
     
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
     
    ☐
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
    ☐
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
    ☐
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
    ☐
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     
    Securities registered pursuant to Section 12(b) of the Act:
     
    Title of Each Class
     
    Trading Symbol
     
    Name of Exchange on Which Registered
    Class A Common Stock ($0.10 par value)
     
    BELFA
     
    Nasdaq Global Select Market
    Class B Common Stock ($0.10 par value)
     
    BELFB
     
    Nasdaq Global Select Market
     
     
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging growth company ☐
     
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
     
     

     
     
     
    Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
     
    On December 6, 2021, Bel Fuse Inc. (the "Company") entered into an interest rate swap transaction with each of PNC Bank, National Association ("PNC") and KeyBank National Association ("KeyBank") (collectively, the "swaps").  The effect of the swaps is to fix the LIBOR portion of the interest rate on outstanding debt under the Company's existing credit agreement, dated September 2, 2021 among the Company, the several banks and other financial institutions or entities from time to time parties thereto, and KeyBank, as administrative agent, swing line lender and issuing lender.  The PNC swap has a notional amount of $30 million and fixes LIBOR at 1.3055% with an effective date of December 31, 2021 and a maturity date of August 31, 2026.  The KeyBank swap has a notional amount of $30 million and fixes LIBOR at 1.318% with an effective date of December 31, 2021 and a maturity date of August 31, 2026.
     
    The foregoing descriptions of the swaps do not purport to be complete and are qualified in their entirety by reference to the respective ISDA Master Agreements and the confirmations of the respective swaps, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and incorporated herein by reference.
     
     
     
    Item 9.01.  Financial Statements and Exhibits.
     
    (d) Exhibits.
     
    10.1       ISDA Master Agreement, by and between Bel Fuse Inc. and PNC Bank, National Association, dated as of November 10, 2021.
     
    10.2       ISDA Master Agreement, by and between Bel Fuse Inc. and KeyBank National Association, dated as of November 16, 2021.
     
    10.3       Confirmation of transaction, by and between Bel Fuse Inc. and PNC Bank, National Association, dated as of December 6, 2021.
     
    10.4       Confirmation of transaction, by and between Bel Fuse Inc. and KeyBank National Association, dated as of December 6, 2021.
     
    104        Cover Page Interactive Data File (embedded within the Inline XBRL document).
     
     
     
     

     
     
    SIGNATURE
     
    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:  December 10, 2021
     BEL FUSE INC.
     
     (Registrant)
     
     
     
     
    By:  
     /s/Farouq Tuweiq
     
    Farouq Tuweiq
     
    Chief Financial Officer
     
     

     
     
    EXHIBIT INDEX
     
     
     
    Exhibit No.
     
     
    Description
     
     
     
     
     10.1
     
    ISDA Master Agreement, by and between Bel Fuse Inc. and PNC Bank, National Association, dated as of November 10, 2021.
     
     
             
    10.2   ISDA Master Agreement, by and between Bel Fuse Inc. and KeyBank National Association, dated as of November 16, 2021.    
             
    10.3   Confirmation of transaction, by and between Bel Fuse Inc. and PNC Bank, National Association, dated as of December 6, 2021.    
             
    10.4   Confirmation of transaction, by and between Bel Fuse Inc. and KeyBank National Association, dated as of December 6, 2021.    
             
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document).    
     
     
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