UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 17, 2019, SPX Corporation (the “Company”) and certain of its subsidiaries entered into a Third Amendment to Credit Agreement dated as of December 17, 2019 (the “Third Amendment”) to amend the Company’s existing Credit Agreement, dated as of September 1, 2015, as previously amended (the “Existing Credit Agreement” and, as amended by the Third Amendment, the “Credit Agreement”; capitalized terms used herein and not defined herein having the meanings given to such terms in the Credit Agreement), by and among the Company, the foreign subsidiary borrowers party thereto, the lenders party thereto, Deutsche Bank AG Deutschlandgeschäft Branch, as foreign trade facility agent, and Bank of America, N.A., as administrative agent. The Third Amendment amended the Existing Credit Agreement to, among other things:
| · | extend the term of each of the facilities under the Existing Credit Agreement to December 17, 2024; |
| · | reduce the available amount under the participation foreign credit instrument facility to $55 million and adjust the available amount under the bilateral foreign credit instrument facility to $45 million; |
| · | increase the commitments under the domestic revolving credit facility from $200 million to $300 million; |
| · | make available to the Company a new term loan facility, fully funded on December 17, 2019, in the amount of $250 million, the proceeds of which were applied, together with borrowings under the domestic revolving credit facility, to prepay its existing term loan facility under the Existing Credit Agreement in full. The new term loan facility replaces the existing term loan facility, which initially had been in the amount of $350 million, and will amortize on a quarterly basis beginning in year two, in an annual amount equal to 2.5% of the original principal amount of the facility in year two, 5.0% of such original principal amount in each of years three and four and 1.25% of such original principal amount in each of the first three quarters of year five, with the remaining outstanding principal amount payable at maturity; |
| · | increase the Consolidated Leverage Ratio that the Company is required to maintain as of the last day of any fiscal quarter to not more than 3.75 to 1.00 (or up to 4.25 to 1.00 for the four fiscal quarters after certain permitted acquisitions); |
| · | reduce the Consolidated Interest Coverage Ratio that the Company is required to maintain as of the last day of any fiscal quarter to not less than 3.00 to 1.00; and |
| · | adjust the per annum fees charged and the interest rate margins applicable to Eurodollar and alternate base rate loans, in each case based on the Consolidated Leverage Ratio, to be as follows: |
Consolidated Leverage Ratio | Domestic Revolving Commitment Fee | Global Revolving Commitment Fee | Letter of Credit Fee | Foreign Credit Commitment Fee | Foreign Credit Instrument Fee | LIBOR Rate Loans | ABR Loans | |||||||
| Greater than or equal to 3.50 to 1.0 | 0.350% | 0.350% | 2.000% | 0.350% | 1.250% | 2.000% | 1.000% | |||||||
| Between 2.50 to 1.0 and 3.50 to 1.0 | 0.300% | 0.300% | 1.750% | 0.300% | 1.000% | 1.750% | 0.750% | |||||||
| Between 1.75 to 1.0 and 2.50 to 1.0 | 0.275% | 0.275% | 1.500% | 0.275% | 0.875% | 1.500% | 0.500% | |||||||
| Less than 1.75 to 1.0 | 0.250% | 0.250% | 1.375% | 0.250% | 0.800% | 1.375% | 0.375% |
The foregoing is a summary of the Third Amendment and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
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| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number | Description |
| 10.1 | Third Amendment to Credit Agreement, dated as of December 17, 2019, among SPX Corporation, the Foreign Subsidiary Borrowers, the Subsidiary Guarantors, the Lenders party thereto, Deutsche Bank AG Deutschlandgeschäft Branch, as Foreign Trade Facility Agent, and Bank of America, N.A., as Administrative Agent. |
| 104 | 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.
| SPX CORPORATION | ||
| (Registrant) | ||
| Date: December 17, 2019 | By: | /s/ Scott W. Sproule |
| Scott W. Sproule | ||
| Vice President, Chief Financial Officer and Treasurer | ||
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