UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement |
On April 28, 2020, American Axle & Manufacturing Holdings, Inc. (“Holdings”), American Axle & Manufacturing, Inc., a wholly owned subsidiary of Holdings (“AAM”), and certain subsidiaries of Holdings (solely for the purpose of reaffirming obligations and liens) entered into the Second Amendment (the “Second Amendment”), among AAM, as borrower, Holdings, such subsidiaries of Holdings, each financial institution party thereto as a lender and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), amending the Credit Agreement dated as of April 6, 2017 (as amended on July 29, 2019, the “Credit Agreement”), among AAM, as borrower, Holdings, each financial institution party thereto from time to time as a lender, and the Administrative Agent (the Credit Agreement, as amended by the Second Amendment, the “Amended Credit Agreement”).
For the period from April 1, 2020 through March 31, 2022 (the “Amendment Period”), the Second Amendment, among other things: (a) replaced the total net leverage ratio covenant with a new senior secured net leverage ratio covenant; (b) reduced the minimum levels of the cash interest expense coverage ratio covenant; and (c) modified certain covenants restricting the ability of Holdings, AAM and certain subsidiaries of Holdings to create, incur, assume or permit to exist certain additional indebtedness and liens and to make or agree to pay or make certain restricted payments, voluntary payments and distributions. The Second Amendment also (a) increased the maximum levels of the total net leverage ratio covenant after the Amendment Period, (b) modified the applicable margin (determined based on the total net leverage ratio of Holdings) with respect to interest rates under the term loan A facility under the Amended Credit Agreement (the “Term Loan A Facility”) and interest rates and commitment fees under the revolving credit facility under the Amended Credit Agreement (the “Revolving Credit Facility”), and (c) increased the minimum adjusted London Interbank Offered Rate for Eurodollar-based loans under the Term Loan A Facility and Revolving Credit Facility. The applicable margin with respect to interest rates under the term loan B facility under the Amended Credit Agreement remains unchanged.
A copy of the Second Amendment is included as Exhibit 10.1 hereto and is incorporated by reference herein. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
| Item 7.01. | Regulation FD Disclosure |
We entered into the Second Amendment to, among other things, revise financial maintenance covenants in order to provide additional flexibility as we adjust our business for the impact of the COVID-19 pandemic on current and future global light vehicle production.
As of March 31, 2020, total liquidity was over $1.4 billion, consisting of $683 million of cash on hand, approximately $690 million available under the Revolving Credit Facility and approximately $85 million available under our foreign credit facilities.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
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.
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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
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| Date: | May 4, 2020 |
By: | /s/ Christopher J. May | ||
| Christopher J. May | |||||
| Vice President & Chief Financial Officer | |||||