Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on September 29, 2021, Thermon Group Holdings, Inc.
(the "Company"), as a credit party and a guarantor, Thermon Holding Corp. (the
"US Borrower") and Thermon Canada Inc. (the "Canadian Borrower" and together
with the US Borrower, the "Borrowers"), as borrowers, entered into an Amended
and Restated Credit Agreement (as amended, the "Credit Agreement") with several
banks and other financial institutions or entities from time to time (the
"Lenders") and JPMorgan Chase Bank, N.A., as Administrative Agent (the "Agent").
The Credit Agreement is an amendment and restatement of that certain Credit
Agreement, dated October 30, 2017, by and among the Borrowers, the lenders time
to time party thereto and JPMorgan Chase Bank, N.A. as administrative agent.
On March 7, 2023, the Company, the US Borrower and the Canadian Borrower entered
into an Amendment No. 2 to Credit Agreement, Amendment No. 1 to the Guarantee
and Collateral Agreement and Amendment No. 1 to the Canadian Guarantee and
Collateral Agreement (collectively, the "Amendment") with the Lenders and the
Agent.
The Amendment provides for, among other things, changes to the Credit Agreement
(a) replacing the London Interbank Offered Rate with the Secured Overnight
Financing Rate as the benchmark rate applicable to Term Benchmark Loans and RFR
Loans (each as defined in the Credit Agreement) and implementing corresponding
technical updates, (b) adding baskets to the asset sale covenant and the
transactions with affiliates covenant to permit a contemplated divestment by
Thermon Europe B.V. of a 100% participation interest in the charter capital of
Thermon Eurasia LLC, (c) adding two new financial covenants providing that (i)
the aggregate revenue of the U.S. Loan Parties and the Canadian Loan Parties
(each as defined in the Credit Agreement) on an unconsolidated basis shall not
for any consecutive four-quarter period be less than 75% of the total revenues
of the Company and its consolidated subsidiaries for the applicable period, and
(ii) the aggregate assets of the U.S. Loan Parties and the Canadian Loan Parties
on an unconsolidated basis shall not for any consecutive four-quarter period be
less than 75% of Consolidated Total Assets (as defined in the Credit Agreement),
and (d) to provide for the inclusion of obligations arising under bank
guarantees between any Loan Party (as defined in the Credit Agreement) and a
Lender or an affiliate of a Lender ("Specified Bank Guarantees") to be included
in the Obligations (as defined in the Credit Agreement) that are secured and
guaranteed under the Loan Documents (as defined in the Credit Agreement). The
Amendment also provides for certain conforming changes relating to Specified
Bank Guarantees to (x) the Guarantee and Collateral Agreement, dated as of
October 30, 2017, by and among the Company, the US Borrower and the Agent and
(y) the Canadian Guarantee and Collateral Agreement, dated as of October 30,
2017, by and between the Canadian Borrower and the Agent.
The foregoing summary of the Amendment does not purport to be complete and is
qualified in its entirety by reference to the full text of the Amendment, a copy
of 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 contained in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
10.1 Amendment No. 2 to Credit Agreement, Amendment No. 1 to the Guarantee
and Collateral Agreement and Amendment No. 1 to the Canadian Guarantee
and Collateral Agreement, dated as of March 7, 2023.
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THERMON GROUP HOLDINGS, INC. 
