UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 21, 2018
ALLISON TRANSMISSION HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35456 | | 26-0414014 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| One Allison Way, Indianapolis, Indiana | | 46222 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (317)242-5000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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 1.01. Entry into a Material Definitive Agreement.
On March 21, 2018, Allison Transmission Holdings, Inc. (the “Company”) and Allison Transmission, Inc., a wholly owned subsidiary of the Company (the “Borrower”), the several lenders party thereto, Citicorp North America, Inc., as Administrative Agent (the “Administrative Agent”), and the other agents and arrangers party thereto entered into Amendment No. 2 (the “Amendment”) to the Amended and Restated Credit Agreement, dated as of September 23, 2016 (as amended by Amendment No 1, dated as of March 24, 2017 and the Incremental Facility Joinder Agreement, dated as of September 26, 2017).
The Amendment refinanced approximately $1,176 million of term loan debt due September 23, 2022 and lowered the applicable margin on such refinanced loans by 0.25% resulting in an interest rate margin that is, at the Borrower’s option, either (a) 1.75% above the London interbank offered rate or (b) 0.75% above the greater of (x) the prime lending rate as quoted by the Administrative Agent for such day or (y) the federal funds effective rate published by the Federal Reserve Bank of New York plus 0.50%. The Amendment also revised the definition of Term Loan Repricing Transaction to apply to any repricings of the term loans that occur within six months of the date of the Amendment.
This summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment filed as Exhibit 10.1 to this Current Report on Form8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. | | Description |
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| 10.1 | | Amendment No. 2, dated March 21, 2018, to the Amended and Restated Credit Agreement, dated as of September 23, 2016, among Allison Transmission Holdings, Inc., Allison Transmission, Inc., as Borrower, the several banks and other financial institutions or entities from time to time parties thereto as lenders, Citicorp North America, Inc., as Administrative Agent and the other agents and arrangers party thereto. |
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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| | | | Allison Transmission Holdings, Inc. |
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| Date: March 21, 2018 | | | | By: | | /s/ Eric C. Scroggins |
| | | | | | Eric C. Scroggins |
| | | | | | Vice President, General Counsel and Secretary |
