Item 1.01. Entry into a Material Definitive Agreement
OnJuly 15, 2021 (the "Effective Date"),EnerSys (the "Company") and certain of its subsidiaries entered into that certain Second Amendment to Credit Agreement (the "Amendment") withBank of America, N.A ., as administrative agent, swing line lender and letter of credit issuer, and the lenders party thereto. The Amendment amends the Credit Agreement, dated as ofAugust 4, 2017 (as amended, restated, supplanted or otherwise modified from time to time prior to the Effective Date, the "Existing Credit Agreement"), by and among the Company, the other borrowers from time to time party thereto, the guarantors from time to time party thereto,Bank of America, N.A ., administrative agent, swingline lender and letter of credit issuer, and the lenders party thereto, and provides for, among other things, (i) refinancing of the term loan facilities and revolving credit facilities under the Existing Credit Agreement (collectively, the "Existing Credit Facilities") into (x) term loan facilities in the amount of (A)US$130,000,000 (the "Initial Term Loan Facility") and (B)C$106,440,000 (the "Initial Term A-2 Loan Facility", and together with the Initial Term Loan Facility, the "Amended Term Loan Facilities") and (y) revolving credit facilities with aggregate commitments equal to$850,000,000 (the "Amended Revolving Facility", and together with the Amended Term Loan Facilities, the "Amended Credit Facilities"), (ii) extension of the maturity date for the Amended Credit Facilities toSeptember 30, 2026 , (iii) resetting of the amortization with respect to the Amended Term Loan Facilities and (iv) certain other modifications to the Existing Credit Agreement. In connection with the Amendment, the Company will also be prepaying$150,000,000 of certain term loans under the Existing Credit Agreement. Borrowings under the Amended Credit Facilities bear interest at a rate per annum based on the Company's consolidated total net leverage ratio according to the following pricing grid: Pricing Level Consolidated Total Net LIBOR Rate Loans and Alternative Base Rate Loans and Canadian Leverage Ratio Currency Loans Prime Rate Loans 1 < 1.25 to 1.00 1.125% 0.125% 2 > 1.25 to 1.00 but 1.250% 0.250% < 2.00 to 1.00 3 > 2.00 to 1.00 but 1.500% 0.500% < 2.50 to 1.00 4 > 2.50 to 1.00 but 1.750% 0.750% < 3.25 to 1.00 5 > 3.25 to 1.00 2.000% 1.000% The foregoing descriptions of the Amendment do not purport to be complete and are qualified in their entirety by reference respectively to the full text of the Amendment, a copy of which is attached as Exhibit 10.1, and which is incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosure required by this Item 2.03 is included in Item 1.01 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Second Amendment to Credit Agreement, dated as of
certain of its subsidiaries party thereto,
agent, swing line lender and l/c issuer, and the other lenders party thereto.
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