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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Modine Manufacturing Co | NYSE:MOD | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.04 | -0.04% | 94.11 | 97.9188 | 94.04 | 96.58 | 493,194 | 23:09:27 |
Modine Manufacturing Company
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(Exact name of registrant as specified in its charter)
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Wisconsin
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001-01373
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39-0482000
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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1500 DeKoven Avenue, Racine, Wisconsin
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53403
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
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(262) 636-1200
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(Former name or former address, if changed since last report.)
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N/A
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.625 par value
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MOD
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New York Stock Exchange
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Item 1.01. |
Entry into a Material Definitive Agreement.
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Fiscal Quarter Ending
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Leverage Ratio
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June 30, 2020
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4.00 to 1.00
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September 30, 2020
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4.75 to 1.00
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December 31, 2020
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5.25 to 1.00
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March 31, 2021
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5.75 to 1.00
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June 30, 2021
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4.75 to 1.00
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September 30, 2021
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3.75 to 1.00
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December 31, 2021
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3.50 to 1.00
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March 31, 2022 and each fiscal quarter ending thereafter
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3.25 to 1.00
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• |
permit additional liens on assets pledged by foreign subsidiaries in connection with foreign government-sponsored
financings in an aggregate amount outstanding of up to €25,000,000,
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• |
revise the general basket permitting restricted payments to (i) for each fiscal year ending on or prior to March 31, 2022,
(a) $0 where the net leverage ratio is greater than or equal to 3.75 to 1.00, (b) $10,000,000 where the net leverage ratio is less than 3.75 to 1.00 but greater than or equal to 2.75 to 1.00 and (c) no limit where the net leverage ratio
is less than 2.75 to 1.00 and (ii) for each fiscal year ending after March 31, 2022, (a) $20,000,000 where the net leverage ratio is greater than or equal to 3.00 to 1.00 and (b) no limit where the net leverage ratio is less than 3.00 to
1.00,
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• |
for purposes of the covenant restricting loans and advances, exempt loans
or advances made pursuant to certain comfort letters made by the Company in favor of Modine Austria GmbH (the “Modine
Austria Comfort Letters”) from exhausting the general basket of permitted loans,
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• |
modify the general basket permitting investments and acquisitions to (i) in any fiscal year ending on or prior to March 31,
2022, (a) $0 if the pro forma net leverage ratio is 3.75 to 1.00 or greater, (b) the greater of $50,000,000 and 3.0% of consolidated total assets if the pro forma net leverage ratio is less than 3.75 to 1.00 but greater than or equal to
2.75 to 1.00 and (c) no limit if the pro forma net leverage ratio is less than 2.75 to 1.00, and (ii) in any fiscal year ending after March 31, 2022, the greater of $75,000,000 and 5.0% of consolidated total assets,
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• |
adjust the calculation of EBITDA to permit the add-back of certain
restructuring charges in connection with the exit of the automotive business segment (the “Automotive Restructuring
Charges”),
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• |
limit the maximum amount of unrestricted cash that may be deducted from calculation of the net leverage ratio to
$80,000,000, and
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• |
for purposes of testing compliance with the net leverage covenant following any sale of the automotive thermal management portion of the Company’s Vehicular Thermal Solutions segment, permit the inclusion of the pre-sale
EBITDA attributable to such assets in the calculation of EBITDA, subject to certain limitations.
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• |
incorporate a base rate floor equal to 2.00%,
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• |
incorporate LIBOR and LIBOR alternate floors equal to 1.00%,
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• |
increase the applicable margins paid to lenders as part of the variable interest rates for both LIBOR and base rate
borrowings by (i) 37.5 basis points in each case where the net leverage ratio is greater than 3.50 to 1.00 but less than or equal to 4.00 to 1.00 and (ii) 75 basis points in each case where the net leverage ratio is greater than 4.00 to
1.00,
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• |
subject to certain exceptions, add a condition to each extension of credit occurring prior to the commencement of the
fiscal quarter ending March 31, 2022 that the consolidated cash and cash equivalents of the Company and its subsidiaries not exceed $100,000,000,
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• |
permit liens securing indebtedness in an aggregate amount outstanding of no more than (i) prior to January 1, 2022, the
greater of $20,000,000 and 1.0% of the Company’s consolidated tangible assets and (ii) on or after January 1, 2022, the greater of $45,000,000 and 3.0% of the Company’s consolidated tangible assets, and
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• |
for purposes of the covenant restricting the incurrence of debt, exempt contingent
obligations respecting the Modine Austria Comfort Letters from exhausting the basket permitting contingent obligations under the Credit Agreement.
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• |
add a fee due to each holder of a note on the outstanding daily average principal amount of such holder’s note(s) of 0.50% per annum
through December 31, 2021,
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• |
add a fee due to each holder of a note on the outstanding daily average principal amount
of such holder’s note(s) of (i) 0.25% per annum if the Company’s net leverage ratio calculated without adding back the Automotive Restructuring Charges in the calculation of EBITDA (the “Adjusted Net Leverage Ratio”) is greater than 3.50 to 1.00 as of the last day of
each applicable fiscal quarter and (ii) 0.50% per annum if the Company’s Adjusted Net Leverage Ratio is greater than 4.00 to 1.00 as of the last day of each applicable fiscal quarter, in each case through December 31, 2021,
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• |
revise the existing excess leverage fee of 0.50% per annum on the outstanding daily average principal amount of such holder’s note(s) due
under the Existing Note Purchase Agreement to apply at all times after December 31, 2021 where the Company’s Adjusted Net Leverage Ratio is greater than 3.25 to 1.00 as of the last day of each applicable fiscal quarter and to increase
from 0.50% per annum to 0.75% per annum for any such fiscal quarter for which the Company’s Adjusted Net Leverage Ratio is greater than 3.75 to 1.00 as of the last day of such fiscal quarter, and
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• |
for purposes of the covenant restricting the incurrence of debt, exempt guaranties respecting the Modine Austria Comfort Letters from
exhausting the basket permitting guaranties of subsidiary debt by the Company under the Note Purchase Agreement.
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Item 9.01.
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Financial Statements and Exhibits.
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Exhibits. The following exhibits are being filed herewith:
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Exhibit No.
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Description
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Amendment No. 1 to Fourth Amended and Restated Credit Agreement dated as of May 19, 2020
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Second Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 19, 2020
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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MODINE MANUFACTURING COMPANY
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By: |
/s/ Sylvia A. Stein
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Sylvia A. Stein
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Vice President, General Counsel & Corporate Secretary
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1 Year Modine Manufacturing Chart |
1 Month Modine Manufacturing Chart |
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