CIRCOR INTERNATIONAL INC: Conclusion of a material definitive agreement, termination of a material definitive agreement, creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (form 8-K)

Article 1.01. The conclusion of an important definitive agreement.

At 20 December 2021 (the “Closing Date”), CIRCOR International, Inc., a
Delaware company (the “Company”), has entered into a credit agreement (the “New Credit Agreement”), by and between the Company, as borrower, certain national subsidiaries of the Company, as guarantors (the “ guarantors of subsidiaries ”), lenders from time to time party to it (the“ Lenders ”), Truist Bank, as administrative agent (in that capacity, the “Administrative Agent”), Guarantee Agent (in that capacity, the “Guarantee Agent”), online lender and issuer of letters of credit, and Truist Securities, Inc., Citizens Bank, NA and Keybanc Capital Markets inc., as joint lead managers and joint bookkeepers. The new credit agreement provides for a senior secured term loan with a term of seven years which was fully funded at closing, for an aggregate initial principal amount of $ 530.0 million (the “Term Loan”) and a senior secured five-year revolving credit facility, available for an aggregate initial principal amount of up to $ 100.0 million (the “Revolving Facility” and, together with the Term Loan, the “Credit Facilities”). The term loan requires scheduled quarterly payments each equal to 0.25% of the total original principal amount of the term loan at closing, starting with the quarter ending March 31, 2022, the balance being due at maturity. Additional loans up to $ 100.0 million (plus the amount of certain voluntary prepayments) and an unlimited amount subject to compliance with a net first lien leverage ratio of 4.50 to 1.00 may be made available under the new home loan agreement. Company request, subject to specified terms and conditions. The Company may repay any loan under the New Credit Agreement at any time, subject to certain limited and customary restrictions set out in the New Credit Agreement; provided, however, that if the Company prepays all or part of the term loan as part of a price adjustment transaction no later than six months after the balance sheet date, the Company must pay a premium of early repayment of 1.0% of the total principal amount of the term loan thus repaid early. The new credit agreement also contains customary mandatory prepayment provisions relating to asset sales, underwriting certain debts, and excess cash flow (as defined in the new credit agreement). Each Guarantor Subsidiary irrevocably and unconditionally guarantees all the obligations under the New Credit Agreement. To secure their respective obligations under the new credit agreement, the Company and each subsidiary guarantor have granted a lien in favor of the collateral agent hereunder, on substantially all of their assets, subject to some customary exclusions.

Borrowings under the Credit Facilities bear interest at an annual rate equal, at the option of the Company, at one of the following rates, increased in each case by an applicable margin: (a) in respect of term loans and revolving loans denominated in we dollars, (x) a base rate determined by reference to the higher of the (1) annual rates that the applicable administrative agent publicly announces from time to time as his prime rate, as it is in effect from time to time, (2) the effective federal funds rate plus 0.50%, or (3) a LIBOR rate determined by reference to the costs of funds for we deposits in dollars for an interest period of one month adjusted by certain additional charges, increased by 1.00%, in each case subject to a floor of 0%; and (y) a LIBOR rate determined by reference to the costs of funds for we dollar deposits for the period of interest relating to such borrowing adjusted for certain additional costs, subject to a LIBOR floor rate of (i) for term loans, 0.50% and (ii) for revolving facility loans, 0%; and (b) with respect to revolving facility loans denominated in euro, a EURIBOR rate determined by reference to the costs of funds for deposits in euro for the relevant interest period for that borrowing adjusted for certain additional costs, under reserve of a EURIBOR floor rate of 0.50%. The term loans were issued at an initial issue discount of 1.00% of the principal amount thereof. The margin applicable to the outstanding principal under the credit facilities is 4.50% for LIBOR or EURIBOR loans and 3.50% for base rate loans.

In addition to paying interest on unpaid principal under the credit facilities, the Company is required to pay a commitment fee in respect of unused commitments under the revolving facility. The initial commitment fee is 0.50% per year. From the delivery of the financial statements for the first quarter ending after the close of the new credit agreement, the commitment fee is subject to an adjustment based on the first net leverage ratio of the Company at the end of the period. previous quarter. The Company must also pay the usual letter of credit fees and agency fees.

The new credit agreement contains the usual representations and warranties and affirmative covenants for the benefit of lenders. Under the new credit agreement, the Company must comply with various negative covenants. These negative commitments include, without limitation, restrictions on the Company’s ability to effect certain mergers or acquisitions, sell certain assets, incur certain future debts or privileges, sell or acquire certain subsidiaries, make certain restricted payments and make certain investments or loans. As part of the revolving facility, the Company must comply with a maximum senior net leverage ratio, tested quarterly, of 6.50: 1.00 for fiscal quarters ending. December 31, 2021 and March 31, 2022, 6.00: 1.00 for fiscal quarters ending June 30, 2022 and September 30, 2022 and 5.50: 1.00 for fiscal quarters ending thereafter. The new credit agreement also includes certain customary events of default, including, without limitation, defaults on payments, inaccuracies in representations or guarantees, breaches of covenants, cross defaults to other contracts. attesting to the indebtedness of the borrowed money, the invalidity of certain loan documents relating to the new credit. Contract, certain judgments, bankruptcy and insolvency events and the occurrence of events constituting a Change of Control (as defined in the New Credit Agreement). Lenders have the right to expedite repayment of loans under the New Credit Agreement upon the occurrence and continuation of any event of default under the New Credit Agreement.

The new credit agreement replaced and terminated the Company’s previous credit agreement, dated December 11, 2017 (as amended, the “Previous Credit Agreement”), between the Company, as borrower, certain subsidiaries of the Company, as guarantors, lenders from time to time party thereto, Deutsche Bank AG New York Branch, as Term Loan Administrative Agent and Guarantee Agent,
Truist Bank (formerly known as SunTrust Bank), as a revolver administrative agent, swing line lender and

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letter of credit issuer, Deutsche Bank Securities Inc. and Truist Securities, Inc. (formerly known as SunTrust Robinson Humphrey, Inc.), as joint lead managers and joint bookkeepers, and Citizens Bank, NA and HSBC (United States) Inc. like . . .

Section 1.02 Termination of a Material Definitive Agreement.

The information set out in section 1.01 of this current report on Form 8-K regarding the termination of the previous credit agreement is incorporated by reference in this section 1.02.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set out in Section 1.01 of this current report on Form 8-K relating to the New Credit Agreement is incorporated by reference in this Section 2.03.

Item 9.01 Financial statements and supporting documents.

                                  (d)   Exhibits.


   Exhibit No.    Description
                  Credit Agreement, dated as of December 20, 2021, by and among CIRCOR
                  International, Inc., as borrower, certain domestic subsidiaries of CIRCOR
  10.1            International, Inc., as guarantors, the lenders from time to time party thereto,
                  Truist Bank, as administrative agent, collateral agent, swing line lender and a
                  letter of credit issuer, and Truist Securities, Inc., Citizens Bank, N.A. and
                  Keybanc Capital Markets Inc., as joint lead arrangers and joint bookrunners
101.SCH           Inline XBRL Taxonomy Extension Schema Document
101.LAB           Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE           Inline XBRL Taxonomy Extension Presentation Linkbase Document
                  Cover Page Interactive Data File (formatted as inline XBRL and contained in
104               Exhibit 101)






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