UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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. |
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On September 28, 2021, Wabash National Corporation (the “Company”) entered into an Increase Agreement Regarding Incremental Revolver Commitments and Second Amendment to Second Amended and Restated Credit Agreement (the “Amendment”), which exercised an option under its existing revolving credit agreement (the “ABL Credit Agreement”) to increase the total revolving credit commitments by $50 million from $175 million to $225 million. The ABL Credit Agreement continues to include an increase option, which would allow the Company, subject to certain terms and conditions set forth in the ABL Credit Agreement (including the approval of the lenders providing the applicable increase), to increase the total revolving credit commitments under the ABL Credit Agreement by a further $50 million to a maximum of $275 million. The Company expects to use a portion of the borrowings under the resulting additional credit availability, coupled with net proceeds from the Company’s issuance and sale of $400 million aggregate principal amount of the Company’s 4.50% Senior Notes due 2028, to fund the redemption in full of the Company’s outstanding 5.50% Senior Notes due 2025, to retire the balance of its existing term loan credit agreement and to pay all related fees and expenses.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Increase Agreement Regarding Incremental Revolver Commitments and Second Amendment to Second Amended and Restated Credit Agreement, dated as of September 28, 2021, among Wabash National Corporation, certain of its subsidiaries party thereto, the lenders party thereto, and Wells Fargo Capital Finance, LLC, as the administrative agent. | |
| 104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). | |
SIGNATURE
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.
| WABASH NATIONAL CORPORATION | ||||||
| Date: September 28, 2021 |
By: | /s/ Michael N. Pettit | ||||
| Michael N. Pettit | ||||||
| Senior Vice President and Chief Financial Officer | ||||||