Standard Motor Products 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
$SMP
Auto Parts:O.E.M.
Consumer Discretionary
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): July 5, 2024
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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
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Emerging growth company
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Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Acquisition of Nissens Automotive
On July 5, 2024, Standard Motor Products, Inc. (the “Company”) entered into a Share Sale and Purchase Agreement (the “Purchase Agreement”) with the
sellers party thereto (the “Sellers”) and Axcel V K/S, as the Sellers’ Representative (as defined in the Purchase Agreement), to acquire AX V Nissens III ApS and its direct and indirect subsidiaries (“Nissens Automotive”).
Pursuant to the Purchase Agreement, the Company will acquire the entire share capital of Nissens Automotive for €360 million (or approximately $388
million), subject to adjustment at closing, on a cash-free, debt-free basis (the “Purchase Price”). The Company plans to finance the acquisition and related transaction costs with funds available under its credit facility, as amended.
The closing of the Purchase Agreement is subject to certain closing conditions, including, without limitation, obtaining clearances from applicable
competition authorities that are required to consummate the transaction. In addition, the Purchase Agreement contains customary representations, warranties and covenants of the Company and the Sellers.
The Purchase Agreement may be terminated in certain limited circumstances, including if the closing has not occurred by April 1, 2025, which date may
be extended in accordance with the provisions of the Purchase Agreement.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Amendment to Credit Agreement
On July 5, 2024, in connection with the execution of the Purchase Agreement, the Company entered into Amendment No. 2 (the “Second Amendment”) to the
Credit Agreement, dated as of June 1, 2022 (as amended, restated, supplemented or otherwise modified from time to time, including by the Second Amendment, the “Credit Agreement”), among the Company, as borrower, the lenders from time to time
party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
The Second Amendment provides for a new $125 million term loan facility (the “Term A-2 Loan”) and the use of funds available under the existing
revolving credit facility to finance the acquisition of Nissens Automotive and related transaction costs incurred in connection therewith. The Term A-2 Loan matures five (5) years after it is funded on the closing of the acquisition, and
amortizes in quarterly installments of 1.25% in each of the first and second year, quarterly installments of 1.875% in the third year, and quarterly installments of 2.50% in each of the fourth and fifth year.
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Borrowings bear interest at the applicable interest rate index selected by the Company pursuant to the terms of the Credit Agreement (which index
will be based on the particular currency borrowed) plus (i) certain credit spread adjustments depending on the index, and (ii) an applicable margin ranging from 1.0% to 2.0% per annum based on the total net leverage ratio of the Company and
its restricted subsidiaries.
The Company maintains ordinary banking relationships with JPMorgan Chase Bank, N.A., certain of the other lenders and their respective affiliates.
For these services, the parties have received, and may in the future receive, customary compensation and expense reimbursement.
The foregoing description of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to,
the full text of the Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information regarding the Second Amendment to Credit Agreement set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On July 10, 2024, the Company issued a press release announcing the entry into the Purchase Agreement. The press release references an investor
presentation. The press release and investor presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively.
Such press release and investor presentation shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 2.1* |
Share Sale and Purchase Agreement, dated July 5, 2024, by and among Standard Motor Products, Inc., as Buyer, Axcel V K/S, as Sellers’ Representative, and the sellers named
therein.
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| 10.1 |
Second Amendment to Credit Agreement, dated July 5, 2024, by and among Standard Motor Products, Inc., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the
lenders named therein.
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| 99.1 |
Press release, dated July 10, 2024, announcing the acquisition of Nissens Automotive by Standard Motor Products, Inc.
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| 99.2 |
Investor Presentation, dated July 10, 2024.
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| 104 |
Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.
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*
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Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to
furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission.
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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.
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STANDARD MOTOR PRODUCTS, INC.
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By: | /s/ Nathan R. Iles |
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Nathan R. Iles |
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Chief Financial Officer |
Date: July 10, 2024
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Exhibit Index
| Exhibit No. |
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Description |
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| 2.1* |
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| 10.1 |
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| 99.1 |
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| 99.2 |
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| 104 |
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Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.
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*
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Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to
furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission.
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