Current Report Filing (8-k)
August 22 2017 - 4:30PM
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
August 16, 2017
(Date of earliest event reported)
Wabash National Corporation
(Exact Name of Registrant as Specified
in its Charter)
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DELAWARE
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001-10883
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52-1375208
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(State or other jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1000 Sagamore Parkway South,
Lafayette, Indiana
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47905
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765-771-5310
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(Address of principal executive offices)
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(Zip Code)
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(Registrant’s telephone number including area code)
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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:
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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))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01 Entry
into a Material Definitive Agreement
Amendments to ABL Credit Agreement and the Term Loan Credit
Agreement
On August 16, 2017, Wabash National Corporation
(the “Company”) entered into the Third Amendment (“ABL Third Amendment”) to the Amended and Restated Credit
Agreement, dated as of May 8, 2012, among the Company, certain of its subsidiaries from time to time party thereto, Wells Fargo
Capital Finance, LLC, as administrative agent, and the several lenders from time to time party thereto. The ABL Credit Agreement
provides for, among other things, (x) a $175 million senior secured revolving credit facility that matures on June 4, 2020, subject
to certain springing maturity events and (y) an uncommitted accordion feature allowing for an increase to the availability under
the revolving credit facility of up to $50 million, subject to certain conditions.
On August 18, 2017, the Company entered
into Amendment No. 4 (“Term Loan Amendment No. 4,” and collectively with the ABL Third Amendment, the “Amendments”)
to the Credit Agreement, dated as of May 8, 2012, among the Company, Morgan Stanley Senior Funding, Inc., as administrative agent,
and the several lenders from time to time party thereto. The Term Loan Credit Agreement provides for, among other things, (x) a
$189.5 million senior secured term loan that matures on March 19, 2022, subject to certain springing maturity events, and (y) an
uncommitted accordion feature allowing for additional senior secured term loans of up to $75 million, subject to certain conditions.
The Amendments permit the Company to
proceed with the previously announced acquisition of Supreme Industries, Inc. (the “Acquisition”) and (x) issue equity-linked or debt securities (the “Securities Offering”) or (y) incur term loans or
undertake other similar credit facilities or debt financings (the “Acquisition Loans”), in an aggregate principal
amount not to exceed $325 million, the proceeds of which are to be used, among other things, to consummate the Acquisition.
In addition, the Amendments permit the Company to enter into a senior unsecured bridge credit facility of up to $300 million
(the “Acquisition Bridge Facility”) to be used to consummate the Acquisition in the event that the proceeds from
either the Securities Offering or the Acquisition Loans are not available to the Company at the time of the consummation of
the Acquisition. The Amendments also permit the Company to incur certain liens and debt to be acquired by the Company in
connection with the Acquisition.
The foregoing description
of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the ABL Third
Amendment and the Term Loan Amendment No.4, which are attached to this Current Report as Exhibits 10.1 and 10.2, respectively,
and incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
10.1
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Third Amendment to Amended and Restated Credit Agreement, dated August 16, 2017, by and among Wabash National Corporation, certain of its subsidiaries party thereto, Wells Fargo Capital Finance, LLC, as arranger and administrative agent, and each lender party thereto.
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10.2
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Amendment No. 4 to Credit Agreement, dated August 18, 2017, by and among Wabash National Corporation, certain of its subsidiaries party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and each lender party thereto.
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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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WABASH NATIONAL CORPORATION
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Date: August
22
, 2017
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By:
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/s/
Jeffery L. Taylor
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Jeffery L. Taylor
Senior Vice President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No.
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Description
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10.1
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Third Amendment to Amended and Restated Credit Agreement, dated August 16, 2017, by and among Wabash National Corporation, certain of its subsidiaries party thereto, Wells Fargo Capital Finance, LLC, as arranger and administrative agent, and each lender party thereto.
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10.2
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Amendment No. 4 to Credit Agreement, dated August 18, 2017, by and among Wabash National Corporation, certain of its subsidiaries party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and each lender party thereto.
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