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    Superior Industries International Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation

    4/2/25 4:30:20 PM ET
    $SUP
    Auto Parts:O.E.M.
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    8-K
    SUPERIOR INDUSTRIES INTERNATIONAL INC false 0000095552 0000095552 2025-03-31 2025-03-31

     

     

    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): March 31, 2025

     

     

    SUPERIOR INDUSTRIES INTERNATIONAL, INC.

    (Exact Name of Registrant as Specified in Its Charter)

     

     

     

    Delaware   001-6615   95-2594729

    (State or Other Jurisdiction

    of Incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    26600 Telegraph Road, Suite 400

    Southfield, Michigan

      48033
    (Address of Principal Executive Offices)   (Zip Code)

    Registrant’s Telephone Number, Including Area Code: (248) 352-7300

    Not Applicable

    (Former Name or Former Address, if Changed Since Last Report)

     

     

    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:

     

    ☐

    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 Each Exchange

    on Which Registered

    Common Stock, par value $0.01 per share   SUP   New York Stock Exchange

    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 1.01.

    Entry into a Material Definitive Agreement.

    On March 31, 2025, Superior Industries International, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its existing Amended and Restated Term Loan Agreement, dated as of August 14, 2024 (the “Existing Term Loan Agreement”), by and among, inter alios, the Company, the lenders from time to time party thereto, Oaktree Fund Administration, LLC, as administrative agent, and JPMorgan Chase Bank, N.A., as collateral agent, pursuant to which the Existing Term Loan Agreement was amended to, among other things, (i) increase the liquidity threshold, which would trigger a mandatory prepayment of term loans, from $80 million to $115 million and (ii) include the Company’s and its subsidiaries’ ability to factor assets under certain securitization agreements in the calculation of liquidity for the purposes of determining whether a mandatory prepayment is required.

    Except as amended by the Amendment, the terms of the Existing Term Loan Agreement remain in full force and effect. All other material provisions of the Existing Term Loan Agreement remain materially unchanged.

    The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, attached as Exhibit 10.1 to this Current Report on Form 8-K, which is 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 set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.03.

     

    Item 9.01.

    Financial Statements and Exhibits.

    (d) Exhibits:

     

    Exhibit

    Number

      

    Exhibit

    Description

    10.1*    First Amendment to Amended and Restated Credit Agreement, dated as of March 31, 2025, among Superior Industries International, Inc., Oaktree Fund Administration, LLC, in its capacity as administrative agent, JPMorgan Chase Bank, N.A., in its capacity as collateral agent, and the other lenders party thereto.
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document).
    *    Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

     

    1


    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.

     

          SUPERIOR INDUSTRIES INTERNATIONAL, INC.
          (Registrant)
    Date: April 2, 2025      

    /s/ David M. Sherbin

          David M. Sherbin
          Senior Vice President, General Counsel and Chief Compliance Officer
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