Gentex: Entry Into A Material Definitive Agreement
The following excerpt is from the company's SEC filing
Pursuant to the Credit Agreement, the Company is borrower under a $150,000,000 senior revolving credit facility (the Revolving
Facility) and a $150,000,000 term loan facility (the Term Loan). Under the terms of the Credit Agreement, the Company is entitled, subject to the satisfaction of certain conditions, to further request an additional aggregate
principal amount of up to $75,000,000. In addition, the Company is entitled, subject to certain terms and conditions, to the benefit of swing loans from amounts otherwise available under the Revolving Facility in the aggregate principal amount of up
to $20,000,000 and to request Letters of Credit from amounts otherwise available under the Revolving Facility in the aggregate principal amount of up to $20,000,000.
The interest rates per annum applicable to loans, other than swing loans, under the Credit Agreement will be, at the Companys option
subject to certain conditions, equal to either a base rate or a LIBOR rate for one, two, three or six-month interest periods chosen by the Company, in each case plus an applicable margin percentage.
The base rate will be the highest of (i) the federal funds rate plus 0.50%, (ii) the Agents prime rate or (iii) the LIBOR
rate plus 1.00%. The LIBOR rate will be equal to the London interbank offered rates for U.S. Dollars quoted by Bloomberg or the appropriate successor, divided by a number equal to 1 minus the maximum percentage in effect on such day for determining
reserve requirements, as prescribed by the Board of Governors of the Federal Reserve System.
The applicable margin percentage is based on
the leverage ratio of the Company. The range of the applicable margin percentage is 1.00% per annum to 1.75% per annum in the case of the LIBOR rate and 0.00% per annum to 0.75% per annum in the case of the base rate.
The Credit Agreement contains customary representations and warranties and certain covenants that limit the ability of the Company and certain
of its subsidiaries to, among other things: (i) incur or guarantee additional indebtedness; (ii) redeem or repurchase subordinated debt; (iii) sell or otherwise transfer or dispose of certain assets; (iv) make certain
investments; (v) incur or suffer to exists liens securing indebtedness; (vi) dissolve, liquidate, consolidate, merge or wind-up its affairs; (vii) engage in certain transactions with affiliates; or (viii) make certain other
negative pledges. In addition, the Credit Agreement contains financial covenants that limit capital expenditures in any fiscal year and that measure (i) the ratio of the Companys total funded indebtedness net of certain cash to the amount
of the Companys consolidated EBITDA and (ii) the ratio of the amount of the Companys consolidated EBITDA to the Companys cash interest expense.
The Credit Agreement contains customary events of default including, without limitation, a breach
of the representations and warranties made in the loan documents entered into in connection with the Revolving Facility and Term Loan, failure to make required payments, failure to comply with certain agreements or covenants, cross-defaults to
certain other indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, failure to pay certain judgments and a Change of Control (as defined therein). If such an event of default occurs, the lenders would be entitled
to take various actions, including the acceleration of amounts due thereunder and all actions permitted to be taken by a creditor.
above summary of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
On September 27, 2013, the Company completed its previously announced acquisition of certain assets and liabilities of Johnson Controls,
Inc. directly and/or through subsidiaries (the Seller) related to the Sellers wireless vehicle/home communication HomeLink business (the Business). Prior to the above-described acquisition, the Seller
supplied HomeLink product to the Company for incorporation into the Companys rearview mirror products that are installed in automobiles. The aggregate purchase price for the Business (the Purchase Price) was $700,000,000, paid at
closing, subject to adjustments as provided in the Asset Purchase Agreement, by and between the Company and the Seller, dated July 18, 2013 (the Purchase Agreement). The Purchase Price was paid in cash, including proceeds from
credit facilities pursuant to the Credit Agreement described in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
The foregoing summaries of the Purchase Agreement and the Credit Agreement do not purport to be complete and are qualified in their entirety
by reference to the full text of the Purchase Agreement and the Credit Agreement, which are attached as Exhibits 2.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
On September 30, 2013, the Companys Compensation Committee (the Committee) awarded Mark Newton, the Companys Senior Vice President and Steve Downing, the Companys Chief Financial
Officer, each a one-time cash bonus in the amount of $20,000. Also on September 30, 2013, the Committee awarded Mr. Newton and Mr. Downing a one-time restricted share grant of 5,000 and 9,000 shares respectively. These payments were
awarded to Mr. Newton and Mr. Downing due to their significant contributions in the execution of the HomeLink acquisition.
On September 27, 2013, the Company issued a press release announcing that it entered into the Credit
Agreement and closed the transactions contemplated by the Purchase Agreement (the Press Release). A copy of the Press Release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The financial statements with respect to the
Business acquired as disclosed in Item 2.01 of this Current Report on Form 8-K are not being filed with this Current Report on Form-8-K but will be filed by an amendment not later than 71 calendar days after the date of this report.
Asset Purchase Agreement, dated July 18, 2013, by and among the Company and the Seller, which is incorporated by reference from Exhibit 2.1 to the Companys Current Report on Form 8-K, filed July 18, 2013.
Credit Agreement, dated September 27, 2013, by and between the Company, the Agent, the Syndication Agent, the Arranger, and the lenders thereto.
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 thereunto duly authorized.
The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.
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