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
Date of report (Date of earliest event reported):
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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).
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| Item 1.01. | Entry into a Material Definitive Agreement |
On June 28, 2023, American Axle & Manufacturing Holdings, Inc. (“Holdings”) and American Axle & Manufacturing, Inc., a wholly owned subsidiary of Holdings (“AAM”), entered into the First Amendment (the “First Amendment”) among AAM, as borrower, Holdings, each financial institution party thereto as a lender and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), amending the Amended and Restated Credit Agreement, dated as of March 11, 2022 (the “Amended and Restated Credit Agreement”), among AAM, as borrower, Holdings, each financial institution party thereto from time to time as a lender, and the Administrative Agent.
For the period from June 28, 2023 through the earlier of (i) the date on which Holdings and AAM deliver to the Administrative Agent its Form 10-Q for the fiscal quarter ending June 30, 2024 and (ii) the date on which Holdings and AAM provide to the Administrative Agent documentation certifying certain matters pursuant to the First Amendment (the “Amendment Period”), the First Amendment, among other things: (a) increased the maximum levels of the total net leverage ratio covenant during the Amendment Period; (b) reduced the minimum levels of the cash interest expense coverage ratio covenant during the Amendment Period; (c) modified certain categories of the applicable margin (determined based on the total net leverage ratio of Holdings) for the duration of the Amendment Period with respect to interest rates under the term loan A facility under the Amended and Restated Credit Agreement (the “Term Loan A Facility”) and interest rates under the revolving credit facility under the Amended and Restated Credit Agreement (the “Revolving Credit Facility”); and (d) 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.
AAM also agreed to prepay the Term Loan A Facility in an aggregate principal amount of $16,250,000 upon closing on June 28, 2023.
The terms of the term loan B facility under the Amended and Restated Credit Agreement, including the maturity dates, interest rates and applicable margins with respect to such interest rates, remain unchanged.
A copy of the First Amendment is included as Exhibit 10.1 hereto and is incorporated by reference herein. The foregoing description of the First 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 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | First Amendment to the Amended and Restated Credit Agreement, dated as of June 28, 2023, among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., certain subsidiaries of American Axle & Manufacturing Holdings, Inc. identified therein, each financial institution party thereto as a lender and JPMorgan Chase Bank, N.A., as Administrative Agent. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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: | June 29, 2023 |
By: | /s/ Christopher J. May | ||
| Christopher J. May | |||||
| Executive Vice President & Chief Financial Officer | |||||