UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 12, 2022
Modine Manufacturing Company
(Exact name of registrant as specified in its charter)
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Wisconsin
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1-1373
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39-0482000
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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1500 DeKoven Avenue, Racine, Wisconsin
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53403
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(262) 636-1200
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(Former name or former address, if changed since last report.)
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N/A
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.625 par value
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MOD
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New York Stock Exchange
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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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement.
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On October 12, 2022, Modine Manufacturing Company (the “Company”) entered into a Fifth Amended and Restated Credit Agreement among the Company, the
initial subsidiary borrower party thereto, the institutions party thereto as lenders and JPMorgan Chase Bank, N.A., as the administrative agent and the collateral agent (the “Amended and Restated Credit Agreement”), amending and restating its existing Fourth Amended and Restated Credit Agreement (the “Existing Credit Agreement”) previously scheduled to mature on June 28, 2024. The Amended and
Restated Credit Agreement provides for (i) a senior secured revolving credit facility that matures on October 12, 2027 with an initial maximum aggregate amount of availability of $275 million and (ii) senior secured $175 million and €40 million
term loan facilities, each payable in quarterly principal installments equal to 1.25% of the original principal amount of the respective term loan facility commencing March 31, 2023 with a balloon payment of the entire remaining outstanding
principal balance due at maturity on October 12, 2027.
The Amended and Restated Credit Agreement requires the
Company to maintain compliance with various covenants, including a net leverage covenant, which generally limits the ratio of (i) the Company’s consolidated total debt, subject to certain adjustments, on the last day of any fiscal quarter to (ii)
the Company’s consolidated net income before interest, taxes, depreciation and amortization, subject to certain adjustments (“EBITDA”), for the four consecutive fiscal quarters then ended, to 3.25 to 1.00, and an interest expense coverage ratio, which requires the ratio of the Company’s EBITDA for any period of
four consecutive fiscal quarters to the Company’s consolidated interest expense paid in cash for the same period to equal at least 3.00 to 1.00. Notwithstanding the foregoing, the Company may elect (but not more than three times during any five
consecutive year term of the Amended and Restated Credit Agreement) to temporarily increase the maximum permitted net leverage ratio in connection with certain material acquisitions to up to 3.75 to 1.00. The Existing Credit Agreement also included
a 3.25 to 1.00 maximum net leverage ratio and a 3.00 to 1.00 minimum interest expense coverage ratio, subject to the Company’s right to temporarily increase the maximum permitted net leverage ratio to up to 3.75 to 1.00 in connection with certain
material acquisitions.
The Amended and Restated Credit Agreement also contains
customary events of default. If an event of default under the Amended and Restated Credit Agreement occurs and is continuing, then the administrative agent may with the consent of the lenders holding a majority of the outstanding unused commitments
and credit exposure (the “Required Lenders”), and shall at the request of the
Required Lenders, declare any outstanding obligations immediately due and payable. In addition, the amount of any outstanding obligations under the Amended and Restated Credit Agreement will become immediately due and payable in the event that the
Company or any of certain specified subsidiaries thereof becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law or becomes unable to pay its debts generally as they become due.
The foregoing description of the Amended and Restated Credit Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the Amended and Restated Credit Agreement filed herewith as Exhibit 4.1 and incorporated herein by reference. In the ordinary course of business, certain of the lenders under the Amended and Restated
Credit Agreement and their affiliates have provided, and may in the future provide, investment banking, commercial banking, cash management, foreign exchange or other financial services to the Company and/or one or more of its subsidiaries for which
they have received, and may in the future receive, compensation.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
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The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this
Item 2.03 in its entirety.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) |
Exhibits. The following exhibits are being filed herewith:
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EXHIBIT INDEX
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Exhibit No.
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Description
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Fifth Amended and Restated Credit Agreement, dated as of October 12, 2022, among Modine Manufacturing Company, the initial
subsidiary borrower party thereto, the institutions party thereto as lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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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Date: October 13, 2022
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MODINE MANUFACTURING COMPANY
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By:
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/s/ Sylvia A. Stein
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Sylvia A. Stein
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Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer
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