Item 1.01 Entry into a Material Definitive Agreement.
On
The Company entered into the Forbearance Agreement because the Company was not
in compliance with its financial covenant to maintain a minimum EBITDA of at
least
Pursuant to Amendment No. 5 to Credit Agreement dated as of
? The Company is relieved from its Total Funded Debt to EBITDA ratio financial covenant under the Credit Agreement through the Relief Period and the Forbearance Period.
--------------------------------------------------------------------------------
? Until the earlier to occur of (i) the termination of the Relief Period or (ii) the termination of the Forbearance Period, the "Applicable Margin" to be applied to Revolving Loans, the Term Loan, and the Commitment/Facility Fee will be 3.25%, 3.875%, and 0.20%, respectively. ? The Company may not make certain restricted payments (specifically, cash dividends, distributions, purchases, redemptions or other acquisitions of or with respect to shares of its common stock or other common equity interests) during the Relief Period or the Forbearance Period. ? The$10,000,000 limit on the amount the Company may incur in capital expenditures per fiscal year is extended beyond the fiscal year that endsJune 30, 2021 , but the limit will be removed if the Forbearance Period ends during the fiscal year endingJune 30, 2022 . ? The Company must maintain liquidity (as defined in the Forbearance Agreement) of at least$15,000,000 at all times during the Relief Period and the Forbearance Period. ? The Company is not required to observe or perform the minimum EBITDA covenant, as amended by the Fifth Amendment, during the Forbearance Period.
The Forbearance Agreement also added to the Company's financial reporting requirements under the Credit Agreement by requiring the Company to provide the Bank with monthly forecasts of the Company's financial statements, and monthly reports on the Company's six-month backlog.
The above description of the Forbearance Agreement is qualified in its entirety by reference to the Forbearance Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
--------------------------------------------------------------------------------
EXHIBIT NUMBER DESCRIPTION
1.1 Forbearance Agreement and Amendment No. 6 toJune 29, 2018 Credit Agreement betweenTwin Disc, Incorporated andBMO Harris Bank, N.A . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
Pursuant to the requirements of section 13 or 15(d) 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:
/s/Jeffrey S. Knutson Jeffrey S. Knutson Vice President-Finance, Chief Financial Officer, Treasurer & Secretary
© Edgar Online, source