UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 16, 2020
ALTRA INDUSTRIAL MOTION CORP.
(exact name of registrant as specified in its charter)
Delaware | 001-33209 | 61-1478870 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | |
300 Granite Street, Suite 201, Braintree, MA | | 02184 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (781) 917-0600
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock (par value $0.001) | | AIMC | | NASDAQ Global Market |
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 Section 13(a) of the Exchange Act. ☐
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
As previously disclosed, Altra Industrial Motion Corporation (the “Company”) is party to a credit agreement (the “Altra Credit Agreement”) dated October 1, 2018. The Altra Credit Agreement provides for a seven-year senior secured term loan in an aggregate principal amount of $1,340.0 million (the “Altra Term Loan Facility”) and a five-year senior secured revolving credit facility in an aggregate committed principal amount of $300.0 million (the “Altra Revolving Credit Facility”). A copy of the Altra Credit Agreement was filed as an exhibit to the Company’s 8-K filed with the Securities and Exchange Commission (the "SEC") on October 1, 2019.
The Company provided notice to the administrative agent of the Altra Credit Agreement on March 9, 2020 and March 16, 2020 to draw down $50 million and $50 million, respectively, under the Altra Revolving Credit Facility. As of March 17, 2020 a total of $100 million was outstanding under the Altra Revolving Credit Facility. Borrowings under the Altra Revolving Credit Facility are scheduled to mature on September 30, 2023, and the Company may repay amounts borrowed any time without penalty.
Borrowings under the Altra Revolving Credit Facility will initially bear interest at a per annum rate equal to a Eurocurrency Rate plus 2.00% and thereafter will bear interest at a per annum rate equal to a Eurocurrency Rate plus an interest rate spread determined by reference to a pricing grid based on the Company’s senior secured net leverage ratio. Based on the Company’s current senior secured net leverage ratio the interest rate spread would be 2.00%.
The Company increased its borrowings under the Altra Revolving Credit Facility as a precautionary action in order to increase its cash position and enhance its financial flexibility during this period of uncertainty in the global markets resulting from COVID-19. The draw-down proceeds from the Altra Revolving Credit Facility are currently being held on the Company’s balance sheet and may be used for general corporate purposes. The Company could make further borrowings and had $195.6 million available to borrow under the Altra Revolving Credit Facility as of March 17, 2020
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.
| Altra Industrial Motion Corp. |
| | |
| | |
| By: | /s/ Carl R. Chistenson | |
| | Name: Carl R. Christenson |
| | Title: | Chairman and Chief Executive Officer |
| | | |
Date: March 19, 2020 | | |
1
