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): June 14, 2021
UNIQUE FABRICATING, INC.
(Exact name of registrant as specified in its Charter)
| | | | | | | | |
| Delaware | 001-37480 | 46-1846791 |
(State or other jurisdiction
of Incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
| | | | | | | | | | | |
| 800 Standard Parkway | | |
| Auburn Hills, | Michigan | | 48326 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (248) 853-2333
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 $.001 per share | UFAB | NYSE American |
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 o
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. o
Item 1.01. Entry Into a Material Definitive Agreement.
On June 14, 2021, Unique Fabricating NA, Inc. (the “US Borrower”) and Unique-Intasco Canada, Inc. (the “CA Borrower” and together with the US Borrower, the “Borrowers” or the “Company”) and certain of their subsidiaries entered into a First Amendment to Forbearance Agreement with respect to the Amended and Restated Credit Agreement, as amended, among the Borrowers, certain of their subsidiaries, with the financial institutions signatory thereto (the “Lenders”) and Citizens Bank, National Association, a national banking association, as Administrative Agent for the lenders (the “Agent”). The First Amendment to the Forbearance Agreement extends the previously agreed to forbearance period from June 15, 2021 to February 28, 2022. The First Amendment, among other things, also suspends the testing of the Total Leverage Ratio and the Debt Service Ratio during the forbearance period, contains revised requirements for Minimum Liquidity and Minimum Consolidated EBITDA, as defined, for the monthly periods through and including February 28, 2022, makes changes to the calculations of financial covenants, establishes certain financial reporting requirements to the Lenders, provides an alternative to the LIBOR rate, and requires that the Company engage a financial advisor on or before June 25, 2021.
This summary of the First Amendment to Forbearance Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Amendment to Forbearance Agreement as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
EXHIBIT INDEX
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.
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| UNIQUE FABRICATING, INC. |
| Date: June 15, 2021 | By: | /s/ Brian P. Loftus |
| | Brian P. Loftus |
| | Chief Financial Officer |
