Item 1.01. Entry into a Material Definitive Agreement.
On June 28, 2023, Mayville Engineering Company, Inc. (the “Company”) entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”), by and among the Company, certain Subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as Administrative Agent for the lenders (the “Agent”), Wells Fargo Securities, LLC, as Joint Lead Arranger and Joint Bookrunner, J.P. Morgan Securities LLC, as Joint Lead Arranger and Joint Bookrunner, and TD Bank, N.A., as Joint Lead Arranger and Joint Bookrunner, which amended and restated the Amended and Restated Credit Agreement, dated as of September 26, 2019, by and among the Company, the lenders from time to time party thereto, the Agent, and Wells Fargo Securities, LLC, as Sole Lead Arranger and Sole Bookrunner, as previously amended to date (the “Existing Credit Agreement”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement includes covenants substantially similar to those under the Existing Credit Agreement subject to certain changes, including, without limitation, increasing the amount of the revolving credit facility to $250 million, replacing the LIBOR interest rate benchmark with a SOFR interest rate benchmark (including a 0.10% per annum interest rate adjustment), revising the pricing grid such that the interest rate margin ranges from 1.25% to 2.75% depending on the Consolidated Total Net Leverage Ratio of the Company, increasing the availability of Incremental Facilities to the greater of $100 million and 125% of the Company’s twelve month trailing Consolidated EBITDA, increasing the maximum permitted Consolidated Total Leverage Ratio to 3.50 to 1.00 (which may be increased up to two occasions to 4.00 to 1.00 for the four consecutive fiscal quarters following the consummation of certain material acquisitions), and extending the maturity date of the revolving credit facility to June 28, 2028. The obligations under the Amended and Restated Credit Agreement are secured by substantially all personal property assets of the Company and the Subsidiary Guarantors.
The proceeds of the Amended and Restated Credit Agreement will be used to finance the previously announced acquisition of Mid-States Aluminum and for general corporate purposes of the Company.
Certain lender parties to the Credit Agreement and certain of their respective affiliates have performed in the past, and may from time to time perform in the future, commercial banking, investment banking and other financial advisory services for the Company and its affiliates for which they have received, and/or will receive, customary fees and expenses.
The foregoing description of the Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Credit Agreement, a copy of which is attached hereto as Exhibit 10 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits. The exhibit listed in the exhibit index below is being filed herewith.
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