Current Report Filing (8-k)
February 13 2020 - 3:25PM
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):
February 12, 2020
ALLIED
MOTION TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado
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0-04041
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84-0518115
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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495 Commerce Drive
Amherst, New York 14228
(Address of Principal Executive Offices, including zip code)
(716)
242-8634
(Registrant’s telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of
the Exchange Act:
Title
of each class
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Trading
Symbol
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Name of
each exchange on which registered
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Common stock
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AMOT
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NASDAQ
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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 (see
General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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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 Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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.
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Entry into a Material Definitive Agreement.
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On February 12, 2020, Allied Motion Technologies Inc. (the
“Company”) entered into a First Amended and Restated Credit Agreement (the “Amended Credit Agreement”)
for a $225 million revolving credit facility (the “Amended Revolving Facility”). The significant changes made to the
Company’s existing credit facility by the Amended Credit Agreement include (i) increasing the maximum principal amount
from $175 million to $225 million, (ii) providing for a $75 million accordion amount, (iii) decreasing certain interest-rate
margins and fees, and (iv) extending the term to February 2025. HSBC Bank USA, National Association is the administrative
agent, and HSBC Securities (USA) Inc., KeyBank National Association, Wells Fargo Bank, National Association and Citizens Bank,
N.A. are joint lead arrangers.
Borrowings under the Amended Revolving Facility will bear interest
at the LIBOR Rate (as defined in the Amended Credit Agreement) plus a margin of 1.00% to 1.75% or the Alternative Base Rate (as
defined in the Amended Credit Agreement) plus a margin of 0% to 0.75%, in each case depending on the Company’s ratio of Funded
Indebtedness (as defined in the Amended Credit Agreement) to Consolidated EBITDA (the “Leverage Ratio”). Borrowings
under the Amended Revolving Facility will bear interest at a weighted average rate of 3.05% at February 12, 2020 (compared
to 3.30% prior to the Amended Revolving Facility). In addition, the Company is required to pay a commitment fee of between 0.10%
and 0.225% quarterly (currently 0.175%) on the unused portion of the Amended Revolving Facility, also based on the Company’s
Leverage Ratio. The Amended Revolving Facility is secured by substantially all of the Company’s non-realty assets and is
fully and unconditionally guaranteed by certain of the Company’s subsidiaries.
Financial covenants under the Amended Credit Agreement require
the Company to maintain a minimum interest coverage ratio of at least 3.0:1.0 at the end of each fiscal quarter. In addition, the
Company’s Leverage Ratio at the end of any fiscal quarter shall not be greater than 3.5:1.0; provided that the Company may
elect to temporarily increase the Leverage Ratio to 4.0:1.0 during the twelve-month period following a material acquisition under
the Amended Credit Agreement. The Amended Credit Agreement also includes covenants and restrictions that limit the Company’s
ability to incur additional indebtedness, merge, consolidate or sell all or substantially all of its assets and enter into transactions
with an affiliate of the Company on other than an arms’ length transaction. These covenants, which are described more fully
in the Amended Credit Agreement, to which reference is made for a complete statement of the covenants, are subject to certain exceptions.
The Amended Credit Agreement also includes customary events
of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, if any representation
or warranty made by the Company is false or misleading in any material respect, default under certain other indebtedness, certain
insolvency or receivership events affecting the Company and its subsidiaries, the occurrence of certain material judgments, the
occurrence of certain ERISA events, the invalidity of the loan documents or a change in control of the Company. The amounts outstanding
under the Amended Revolving Facility may be accelerated upon certain events of default.
The above description does not purport to be complete and is
qualified in its entirety by reference to the Amended Credit Agreement, which is filed as Exhibit 10.1 to this Form 8-K.
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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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See Item 1.01 above.
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Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits. The following exhibit is filed herewith:
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10.1
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First Amended and Restated Credit Agreement dated as of February 12, 2020 among Allied Motion Technologies Inc. and Allied
Motion Technologies B.V. as Borrowers, HSBC Bank USA, National Association, as Administrative Agent and The Other Lenders Party
thereto, and HSBC Securities (USA) Inc., KeyBank National Association, Wells Fargo Bank, National Association and Citizens Bank,
N.A., as Joint Lead Arrangers
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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.
Date: February 13, 2020
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ALLIED MOTION TECHNOLOGIES INC.
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By:
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/s/ Michael R. Leach
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Michael R. Leach
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Chief Financial Officer
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Allied Motion Technologies (NASDAQ:AMOT)
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