Item 1.01Entry into a Material Definitive Agreement.
Shiloh Industries, Inc., a Delaware corporation (the "Company"), and Shiloh
Holdings Netherlands B.V., a besloten vennootschap met beperkte
aansprakelijkheid organized under the laws of the Netherlands, as the borrowers,
and certain domestic subsidiaries of the Company, as the guarantors, entered
into an amendment, dated June 11, 2020 (the "Amendment"), with respect to the
Credit Agreement, dated as of October 25, 2013, as previously amended as of
December 30, 2013, June 26, 2014, September 29, 2014, April 29, 2015, October
15, 2015, October 28, 2016, July 31, 2017, October 31, 2017 and June 6, 2019
(the "Existing Credit Agreement" and together with the Amendment, the "Credit
Agreement"), with the lenders party thereto and Bank of America, N.A., as
administrative agent, swing line lender and an L/C issuer.
The Amendment, among other things:
(a) waives the maximum leverage ratio and minimum interest coverage ratio
financial covenants under the Existing Credit Agreement for the fiscal quarters
ending April 30, 2020 and July 31, 2020;
(b) adds financial covenants which require the Company to (i) maintain week-end
liquidity of at least (1) $40 million for the period from June 13, 2020 through
June 26, 2020, (2) $35 million for the period from June 27, 2020 through July
11, 2020, and (3) $30 million from July 12, 2020 through October 31, 2020, and
(ii) limit capital expenditures to $15 million for the period from May 1, 2020
through August 31, 2020;
(c) adds, limits or otherwise modifies certain debt, disposition and investment
baskets;
(d) provides that (i) revolving loans and swingline loans shall bear interest at
a rate equal to the base rate or LIBOR plus an applicable margin of 4.00% in the
case of base rate loans or 5.00% in the case of LIBOR loans, (ii) the Company
shall pay a commitment fee on the unused portion of the revolving commitments at
a rate of 0.65% per annum and (iii) revolving loans bearing interest at the
LIBOR rate shall be subject to a LIBOR floor of 1.00%; provided, that, in case
of clauses (i) and (ii), if the Company demonstrates, based on the Compliance
Certificate for the fiscal quarter ending July 31, 2020, that (A) the
Consolidated Leverage Ratio as of the end of the fiscal quarter ending July 31,
2020 does not exceed 4.25 to 1.0 and (B) the Consolidated Interest Coverage
Ratio as of the end of the fiscal quarter ending July 31, 2020 is greater than
or equal to 3.50 to 1.0, then applicable margin shall revert to the pricing grid
that was in effect prior to the Amendment; and
(e) includes certain transactional milestones for the Company.
The Amendment does not modify the aggregate revolving commitments provided under
the Existing Credit Agreement.
Certain of the lenders under the Credit Agreement and their affiliates have
provided from time to time, and may continue to provide, investment banking,
commercial banking, financial and other services to us for which we have paid
and intend to pay customary fees and expense reimbursements.
The foregoing description of the Amendment is qualified in its entirety by
reference to the Amendment, which is filed as Exhibit 10.1 hereto and
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On June 12, 2020, at a special meeting of the Board of Directors (the "Board")
of the Company, the Board elected Anna Phillips to the Board to fill the
existing vacancy in Class III. In addition, the Board appointed Ms. Phillips as
a member of the Audit Committee and the Special Committee, which was created on
May 18, 2020 with Messrs. Jean Brunol, Michael Hanley and Ms. Gena Lovett as the
other members, to explore financing and other strategic opportunities for the
Company. Class III Directors will stand for election at the Company's 2023
Annual Meeting of Stockholders.
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The Board has determined that Ms. Phillips meets all applicable requirements to
serve on the Board, the Audit Committee and the Special Committee, including
those set forth in the Company's Governance Guidelines.
Ms. Phillips, 55, is currently an independent non-executive director at several
private companies. Before transitioning full time to her board roles, she was
employed as a Senior Managing Director at FTI Consulting, Inc from 2009 to 2013.
Prior to that she was a Senior Managing Director at the Macquarie Group, and
predecessor organizations including Ernst & Young Corporate Finance. Ms.
Phillips has a Bachelor of Commerce from the University of Tasmania in Australia
and has worked in corporate finance in the Far East, London and North America
for over 30 years. She was previously a member of the Australian Institute of
Chartered Accountants.
There was no understanding or arrangement between Ms. Phillips and any other
person pursuant to which Ms. Phillips was appointed as a director. There are no
family relationships between Ms. Phillips and any member of the Board or
executive officer of the Company, and she has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
In connection with her appointment to the Board, Ms. Phillips will be entitled
to a cash retainer of $10,000 per month plus expenses and incremental fees of
$500 for each additional hour of service in excess of 20 hours per month. Ms.
Phillips will enter into an indemnification agreement in the same form as the
indemnification agreements entered into with all other members of the Board. For
a description of the indemnification agreement, see the Company's Current Report
on Form 8-K filed on September 7, 2018.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 Tenth Amendment to Credit Agreement, dated June 11, 2020, among
Shiloh Industries, Inc. and Shiloh Holdings Netherlands B.V., a
besloten vennootschap met beperkte aansprakelijkheid organized
under the laws of the Netherlands, as the borrowers, and certain
of the domestic subsidiaries of Shiloh Industries, Inc., as
guarantors, the lenders party thereto, and Bank of America, N.A.,
as administrative agent, swing line lender and an L/C issuer.
104 Cover Page Interactive Data File (embedded within XBRL document)
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