Current Report Filing (8-k)
March 27 2017 - 9:57AM
Edgar (US Regulatory)
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): March 23, 2017
AMERICAN ELECTRIC TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Florida
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000-24575
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59-3410234
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1250 Wood Branch Park Drive, Suite 600
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77079
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
713-644-8182
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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On March 23, 2017, American Electric Technologies, Inc. (the Company) and its subsidiaries, M&I Electric Industries, Inc.
and South Coast Electric Systems, LLC (collectively, the Sellers) issued and sold to HD Special-Situations III, L.P. (the Purchaser) a $7,000,000 principal amount Senior Secured Term Note with principal of $500,000
repayable by June 30, 2017 with the balance due 48 months after issuance (the Note) for cash at par pursuant to a Note Purchase Agreement dated March 23, 2017 (the Purchase Agreement). Proceeds from the sale of the
Note will be used to fully repay and terminate the Companys existing revolving credit facilities with the approximately $1,000,000 being available for the Companys working capital and general business purposes.
The Note bears interest at 11.5% per annum payable monthly in arrears. The Note is secured by a first-priority lien on substantially all
existing and after-acquired personal property assets and real estate owned by the Sellers (with certain exceptions) and is subject to covenants restricting the Sellers ability to incur debt, grant liens, pay dividends, engage in transactions
with affiliates and other customary covenants for financing of this type (subject to certain exceptions). The Note will be subject to an interest
make-whole
such that any prepayment of the
principal thereunder in excess of $1,500,000 (the Prepayment Threshold) within one year of the date of issuance (the Make-Whole Period) shall be subject to the payment of a prepayment premium, on the date of such prepayment,
in an amount based on an interest rate of 11.5% per annum of the prepayment amount in excess of Prepayment Threshold for the portion of the Make-Whole Period that will remain after the date that the prepayment is made. After the one year
Make- Whole Period the Note may be prepaid in part or in full with no penalty.
The Purchase Agreement contains representations and
affirmative, negative and financial covenants usual and customary for financing of this type, including covenants that place conditions upon the Sellers ability to merge or consolidate with other companies, sell any material part of their
business or property, incur liens, and pay dividends on, make distributions on or redeem their equity interests. Other covenants in the Purchase Agreement require the Company to maintain minimum monthly revenue, maintain minimum monthly EBITDA,
maintain minimum monthly cash on hand, maintain minimum monthly debt service coverage ratio, maintain a maximum
debt-to-EBITDA
ratio, maintain a minimum monthly
collateral coverage ratio and obtain consent of the Purchaser for certain capital expenditures.
The foregoing descriptions of the Note
and the Purchase Agreement are summaries and are qualified in their entirety by reference to the Note Purchase Agreement, the Note and the Security Agreements filed as exhibits to this Current Report on
Form 8-K and
incorporated herein by this reference.
Item 3.03
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Material Modification to Rights of Security Holders.
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The information set forth in Item
2.03 of this Current Report on Form
8-K
is incorporated into this Item 3.03 by reference.
Until
the payment of all obligations under the Purchase Agreement, the Sellers have agreed to not pay dividends on, make distributions on or redeem their equity interests.
With regard to the Companys outstanding Series A Convertible Preferred Stock (the Preferred Stock), the Company has agreed
with Purchaser and the holder of the Preferred Stock (the Holder) not to declare, authorize or pay any cash dividends on the Preferred Stock until the earlier of (i) March 23, 2018, or (ii) the obligations under the
Purchase Agreement have been paid in full (the Standstill Period), without the prior written consent of the Purchaser. Following the expiration of the Standstill Period, for so long as the obligations under the Purchase Agreement remain
outstanding, the Company may, at its sole discretion, declare, authorize or pay dividends in cash on the Preferred Stock so long as no event of default exists under the Note or would result therefrom. The Holder also agreed that it shall not
exercise its rights to require the Company to redeem any of the Preferred Stock during the Standstill Period. Following the expiration of the Standstill Period, so long as the obligations under the Purchase Agreement remain outstanding, the Holder
may compel the Company to redeem shares of Preferred Stock provided no event of default exists under the Note or would result from such redemption.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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10.1
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Note Purchase Agreement dated March 23, 2017 by and among the Company and its subsidiaries, M&I Electric Industries, Inc. and South Coast Electric Systems, LLC and HD Special-Situations III, L.P.
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10.2
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Senior Secured Term Note dated March 23, 2017 issued by the Company and its subsidiaries, M&I Electric Industries, Inc. and South Coast Electric Systems, LLC.
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10.3
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Security Agreement of the Company dated March 23, 2017.
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10.4
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Security Agreement of M&I Electric Industries, Inc. dated March 23, 2017.
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10.5
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Security Agreement of South Coast Electric Systems, LLC dated March 23, 2017.
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10.6
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Letter Agreement dated March 22, 2017 between the Company and JCH Crenshaw Holdings, LLC.
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SIGNATURES
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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AMERICAN ELECTRIC TECHNOLOGIES, INC.
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Date: March 27, 2017
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/s/ Charles M. Dauber
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Charles M. Dauber
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President and CEO
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