Item 1.01 Conclusion of a Material Definitive Agreement
The amended credit agreement provides for credit facilities in an initial aggregate principal amount of
Initially, borrowings under the facilities (other than the 364 day facility) bear interest at the annual LIBOR rate plus 1.75% or the prime rate plus 0.75%, although such interest rates are subject to to a gradual increase or decrease based on a total net consolidated leverage ratio. Borrowings under the 364 day facility bear interest at the annual LIBOR rate plus 1.50% or the prime rate plus 0.50%. In addition, a commitment fee accumulates on the unused amount of the revolving credit facility at an annual rate of 0.225%, which rate is also subject to a gradual increase or decrease based on a ratio of consolidated net leverage. The amended credit agreement contains the usual replacement provisions for LIBOR.
The A-1 term loan facility will be amortized on a quarterly basis for an annual amount equal to 2.5% of the initial principal of the A-1 term loan facility (
The Company and
Borrowings under the Facilities are guaranteed by a priority pledge of the following assets:
• 100% of the share capital of each national subsidiary of the Company (other
as unrestricted or inactive subsidiaries);
• 65% of the share capital of any first tier foreign affiliate of the Company
and its domestic subsidiaries (other than unrestricted or inactive subsidiaries); and
• substantially all of the assets (including, without limitation, machinery and
equipment, inventory and other goods, accounts receivable, bank accounts, general intangibles, financial assets, investment property, license rights, patents, trademarks, trade names, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds and cash, but excluding real estate interests) of the Company and its domestic subsidiaries (other than unrestricted or inactive subsidiaries).
The amended credit agreement contains certain financial covenants and required financial ratios, including:
• a maximum total consolidated net leverage ratio not exceeding 4.75 to 1.0
(with total debt, for the purposes of such ratio, to be net of up to
$150 millionof unrestricted cash of the Company and its consolidated subsidiaries), which ratio will decrease to 4.5 to 1.0 for each fiscal quarter beginning with the first full fiscal quarter ending after the fiscal quarter during which the previously announced sale of the Company's CPI business is completed (or the definitive agreement therefor expires) and ending with the fiscal quarter ending December 31, 2022, and to 4.0 to 1.0 for each fiscal quarter thereafter; and, once so decreased to 4.0 to 1.0, may be increased (up to three times) at the borrowers' option to not more than 4.5 to 1.0 for the four-quarter period following a significant acquisition; and
• a minimum consolidated interest coverage ratio of at least 2.5 to 1.0.
The amended credit agreement contains positive and negative restrictive covenants (subject, in each case, to customary and other exceptions and reservations), including restrictive covenants which limit the ability of the Company and its subsidiaries to, inter alia:
• grant privileges on assets;
• incur additional debt (including guarantees and other
• make certain investments (including loans and advances);
• merge or make other fundamental changes; . . .
Item 2.01 Completion of Acquisition or Disposal of Assets.
As previously stated, the
(“NxEdge”) providing for the sale by the Seller to
The consideration paid by
The foregoing description of the purchase contract does not purport to be complete and is qualified in its entirety by reference to the full text of the purchase contract, which has been filed as Exhibit 10.1 of the company’s current report on Form 8 -K filed on
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a
Off-balance sheet disposition of a registrant
The information set forth in Section 1.01 of this current report on Form 8-K is hereby incorporated by reference.
Item 9.01 Financial statements and supporting documents.
(a) Financial statements of acquired businesses
As permitted by Section 9.01 (a) (4) of Form 8-K, the required financial statements will be filed by an amendment of this current report on Form 8-K on or before the date specified by Section 9.01 (a ) (4).
(b) Pro forma financial information
As permitted by sections 9.01 (a) (4) and 9.01 (b) of Form 8-K, the required pro forma financial information will be filed by an amendment of this current report on Form 8-K on or before the date specified by Section 9.01 (a) (4).
Exhibit Purchase and Sale Agreement dated as of
November 4, 2021among TCFII 2.1 NxEdge Holdings, LLC, TCFII NxEdge LLCand EnPro Holdings, Inc.(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8K filed by EnPro Industries, Inc.on November 5, 2021(File No. 001-31225)) Exhibit Third Amended and Restated Credit Agreement dated as of December 17, 10.1 2021 among EnPro Industries, Inc.and EnPro Holdings, Inc., as borrowers, certain foreign subsidiaries of EnPro Industries, Inc.from time to time party thereto, as designated borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lenderand L/C Issuer
Exhibit 104 Interactive Cover Page Data File (integrated into online XBRL
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