Item 1.01. Entry Into a Material Definitive Agreement.
On September 9, 2022, Unique Fabricating NA, Inc. (the “US Borrower”) and Unique-Intasco Canada, Inc. (the “CA Borrower” and together with the US Borrower, the “Borrowers” or the “Company”) and their subsidiaries entered into the Tenth Amendment to Forbearance Agreement with respect to the Amended and Restated Credit Agreement, as amended, among the Borrowers, their subsidiaries, the financial institutions signatory thereto (the “Lenders”) and Citizens Bank, National Association, a national banking association, as Administrative Agent for the lenders (the “Agent”). The Tenth Amendment to Forbearance Agreement extends the Forbearance Period from September 12, 2022 to October 24, 2022. The Tenth Amendment also requires the Company’s financial advisor to, among other things, deliver by September 30, 2022 a reasonably detailed projected timeline for completing a transaction to refinance the bank debt, identifying potential financing sources for a refinancing transaction, identifying potential strategic alternatives if the Company is unsuccessful at completing a refinancing transaction, and providing an assessment from the advisor of the likelihood of the Company’s ability to complete a refinancing transaction. The failure to do so would result in a Forbearance Termination Event. The Tenth Amendment also updates or implements several financial covenants including: an update to the cash disbursements covenant, the creation of a weekly minimum liquidity covenant, and the creation of a minimum sales covenant for August and September 2022. The Tenth Amendment also defines a new Forbearance Termination Event if the Company’s customers whose sales represent, in the aggregate, more than five (5%) of the Company’s net sales for the twelve (12) month period ended June 30, 2022 provide notice that such customers are resourcing business to a different supplier. There can be no assurance that the Company will be able to comply with any of these covenants.
This summary of the Tenth Amendment to Forbearance Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Tenth Amendment to Forbearance Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking Statements.
This Current Report on Form 8-K, including Exhibit 10.1, (“Current Report”) contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements convey the Company’s current expectations or forecasts of future events. All statements contained in this Current Report other than statements of historical fact are forward-looking statements. The Company’s other forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Readers should review and consider the various disclosures made by the Company in this Current Report and in the Company’s reports to its stockholders and periodic reports on Forms 10-K and 10-Q.
Item 9.01. Exhibits.
(d) Exhibits. The following exhibits are filed herewith: