Item 1.01. Entry into a Material Definitive Agreement.
On March 1, 2021, Commercial Vehicle Group, Inc. (the “Company”) and certain of its subsidiaries entered into Amendment No. 3 (the “Revolving Amendment”) to the Third Amended and Restated Loan and Security Agreement (as amended prior to the Revolving Amendment, the “Revolving Loan Agreement”) originally dated as of April 12, 2017, with Bank of America, N.A., as agent, and certain financial institutions as lenders (the “Lenders”), which Revolving Loan Agreement governs the Company’s asset-based revolving credit facility (the “Revolving Credit Facility”).
The Revolving Amendment amends the terms of the Revolving Loan Agreement, among other things, to extend the maturity date of the Revolving Credit Facility to March 1, 2026 and to remove the condition that the first $7,000,000 of the $90,000,000 Revolver Commitments are available as a first-in, last-out facility.
The Revolving Loan Agreement, as amended, also allows the Company to increase the size of the Revolving Credit Facility by up to $50,000,000 with the consent of Lenders providing the increase in the Revolving Credit Facility.
The Revolving Loan Agreement, provides that loans outstanding under the Revolving Credit Facility accrue interest at a per annum rate based on (at the Company’s election) the base rate or the LIBOR rate plus a margin determined by reference to availability under the Revolving Credit Facility as follows, subject to a LIBOR floor of 0.25%:
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Level
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Average Daily Availability
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Base
Rate Loans
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LIBOR Loans
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III
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> $30,000,000
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0.50%
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1.50%
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II
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> $15,000,000 < $30,000,000
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0.75%
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1.75%
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I
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< $15,000,000
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1.00%
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2.00%
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The Revolving Loan Agreement, provides for an unused line fee of 0.20% on undrawn amounts under the Revolving Credit Facility if Revolver Usage is equal to or greater than 50% of the Revolver Commitment and a fee of 0.25% if Revolver Usage is less than 50% of the Revolver Commitment.
The Revolving Loan Agreement, requires maintenance of a minimum fixed charge coverage ratio if availability under the Revolving Credit Facility is less than the greater of (i) $5,000,000, and (ii) 10% of the lesser of the Revolver Commitment and the Borrowing Base. The minimum fixed charge coverage ratio must be maintained until availability under the Revolving Credit Facility has been greater than or equal to the greater of (i) $5,000,000, and (ii) 10% of the lesser of the Revolver Commitment and the Borrowing Base for 60 consecutive days.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On March 1, 2021, the Company issued a press release announcing the aforementioned transactions described above. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.