Item 1.01. Entry into a Material Definitive Agreement.
The information set forth under Item 2.03 of this report on Form 8-K is hereby incorporated in Item 1.01 by reference. When the Notes (as defined below) were issued and sold by Allient Inc. (the “Company”) on March 21, 2024, in the transaction described in Item 2.03, the material provisions of the Private Shelf Agreement (as defined below) became enforceable against the Company.
Item 2.03.Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
On March 21, 2024, Allient Inc. (the “Company”) issued and sold to certain affiliates of PGIM, Inc. (“Prudential”) $50 million in aggregate principal amount of the Series A Senior Notes due March 21, 2031 (the “Notes”). The Notes were issued pursuant to the Private Shelf Agreement dated as of March 1, 2024 (the “Private Shelf Agreement”) among the Company, Prudential, and certain of its affiliates (the “Prudential Affiliates”) party thereto.
The Notes represent senior promissory notes of the Company and will bear interest at 5.96% and will mature on March 21, 2031. Interest on the Notes will be payable quarterly on the 21st day of March, June, September and December in each year, commencing on June 21, 2024. Interest will be computed on the basis of a 360-day year composed of twelve 30-day months.
The obligations under the Private Shelf Agreement are secured by substantially all of the Company’s non-realty assets and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries. The Notes may be prepaid at the option of the Company, in accordance with the terms of the Private Shelf Agreement, at 100% of the principal amount to be prepaid plus accrued interest plus the defined “Make-Whole Amount,” if any.
The Private Shelf Agreement includes customary events of default, including, among others: (i) non-payment of amounts due thereunder, (ii) the material inaccuracy of representations or warranties made thereunder, (iii) non-compliance with covenants thereunder, (iv) non-payment of amounts due under, or the acceleration of, other material indebtedness of the Company or its subsidiaries, (v) bankruptcy or insolvency events and (vi) a change of control of the Company. Upon the occurrence of an event of default under the Private Shelf Agreement, the lenders may accelerate the maturity of the Company’s outstanding obligations thereunder.
The Company expects to use the proceeds from the Notes for general corporate purposes, including the repayment of existing indebtedness.
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Private Shelf Agreement and the Notes, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
(d)Exhibits. The following exhibit is filed herewith:
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