UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2021
Mayville Engineering Company, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin | 001-38894 | 39-0944729 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
715 South Street, Mayville, Wisconsin 53050
(Address of principal executive offices, including zip code)
(920) 387-4500
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
Common Stock, no par value | MEC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. |
Entry into a Material Definitive Agreement. |
On March 31, 2021, Mayville Engineering Company, Inc. (the Company) entered into an amendment (the Third Amendment) to the Amended and Restated Credit Agreement, dated as of September 26, 2019, by and among the Company, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as Administrative Agent for the lenders (the Agent), and Wells Fargo Securities, LLC, as Sole Lead Arranger and Sole Bookrunner, as previously amended to date (the Credit Agreement). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Credit Agreement. The Third Amendment allows the Company to incur up to $70 million of Capital Expenditures in 2021 (as opposed to $35 million).
Certain lender parties to the Credit Agreement and certain of their respective affiliates have performed in the past, and may from time to time perform in the future, commercial banking, investment banking and other financial advisory services for the Company and its affiliates for which they have received, and/or will receive, customary fees and expenses.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is attached hereto as Exhibit 10 and incorporated herein by reference.
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 incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
(a) |
Not applicable. |
(b) |
Not applicable. |
(c) |
Not applicable. |
(d) |
Exhibits. The exhibit listed in the exhibit index below is being filed herewith. |
EXHIBIT INDEX
2
SIGNATURES
Pursuant to the requirements 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.
MAYVILLE ENGINEERING COMPANY, INC. | ||||||
Date: April 6, 2021 | By: |
/s/ Todd M. Butz |
||||
Todd M. Butz | ||||||
Chief Financial Officer |
3
Exhibit 10
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is made as of March 31, 2021 (the Third Amendment Effective Date), by and among MAYVILLE ENGINEERING COMPANY, INC., a Wisconsin corporation (Borrower), the lenders party to this Amendment (the Lenders), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the Administrative Agent).
NOW, THEREFORE, IN CONSIDERATION of the recitals and the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, it is hereby agreed that:
ARTICLE I
DEFINITIONS
1.1 Amendment. Amendment shall mean this Third Amendment to Amended and Restated Credit Agreement.
1.2 Credit Agreement. Credit Agreement shall mean the Amended and Restated Credit Agreement dated as of September 26, 2019, by and among the Borrower, the Lenders, and the Administrative Agent, together with the Exhibits and Schedules attached thereto as amended by the First Amendment to Amended and Restated Credit Agreement dated as of January 6, 2020, and effective as of December 31, 2019, and the Second Amendment to Amended and Restated Credit Agreement dated as of June 30, 2020.
1.3 Other Terms. Unless otherwise defined herein, the other capitalized terms used in this Amendment shall have the definitions in the Credit Agreement.
ARTICLE II
AMENDMENT
The Credit Agreement is amended as follows:
2.1 Section 9.14 - Capital Expenditures. Section 9.14 of the Credit Agreement is amended and restated in its entirety to read as follows
SECTION 9.14 Capital Expenditures. Permit the aggregate amount of all Capital Expenditures to exceed (a) $70,000,000 for the Fiscal Year ending December 31, 2021 or (b) $35,000,000 in any other Fiscal Year.
ARTICLE III
MISCELLANEOUS
3.1 Effectiveness. This Amendment shall be effective as of the Third Amendment Effective Date upon receipt by the Administrative Agent of each of the following items:
(a) a copy of this Amendment, executed by Borrower, each Lender and the Administrative Agent;
(b) a Guarantor reaffirmation in the form attached hereto executed by each Subsidiary Guarantor; and
(d) such other items as may be required by the Administrative Agent.
3.2 Continuance of Credit Agreement. Except as specifically amended by this Amendment, the Credit Agreement and all other documents, instruments and materials executed and delivered pursuant to the Credit Agreement shall remain in full force and effect.
3.3 Security Documents. All of the Secured Obligations, as amended by this Amendment, are secured by all of the Security Documents.
3.4 Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., pdf or tif) format shall be effective as delivery of a manually executed counterpart of this Amendment.
3.5 Loan Document; Governing Law; Jurisdiction, Etc. This Amendment is a Loan Document as defined in the Credit Agreement and is subject to all terms and provisions of the Credit Agreement, including, without limitation, Sections 12.5 and 12.6 of the Credit Agreement.
3.6 Fees and Expenses. The Borrower shall pay all fees and expenses of the Administrative Agent in connection with this Amendment, including reasonable legal fees and expenses.
[Signature pages to follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Amended and Restated Credit Agreement as of the date first written above.
MAYVILLE ENGINEERING COMPANY, INC., as Borrower | ||
By: |
/s/ Todd M. Butz |
|
Name: | Todd M. Butz | |
Title: | Chief Financial Officer, Secretary and Treasurer |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and Lender | ||
By: |
/s/ Thomas J. Smith |
|
Name: | Thomas J. Smith | |
Title: | Vice President |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
U.S. BANK NATIONAL ASSOCIATION, as Lender | ||
By: |
/s/ Eric M. Lough |
|
Name: | Eric M. Lough | |
Title: | Vice President |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
CITIBANK, N.A., as Lender | ||
By: |
/s/ Stephanie Pass |
|
Name: | Stephanie Pass | |
Title: | Senior Vice President |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
BMO HARRIS BANK N.A. , as Lender | ||
By: |
/s/ Anthony W. Bartell |
|
Name: | Anthony W. Bartell | |
Title: | Senior Vice President & Director |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
REAFFIRMATION OF GUARANTORS
Each of the undersigned (each, a Guarantor) has previously executed that certain Subsidiary Guaranty Agreement dated as of December 14, 2018 (the Guaranty) in favor of the Administrative Agent for the benefit of itself and the Secured Parties in connection with the Credit Agreement. Each Guarantor understands that the Borrower, the Administrative Agent and the Lenders have entered into the foregoing Third Amendment to Amended and Restated Credit Agreement of even date herewith (the Amendment). Each Guarantor: (a) acknowledges it has read the Amendment, (b) consents to the execution of the Amendment by the Borrower and consents to the matters set forth in the Amendment, (c) reaffirms its obligations under the Guaranty and acknowledges that such document covers all Obligations as the same may be amended and/or increased in the Amendment, (d) agrees that its Guaranty remains in full force and effect in accordance with its terms, (e) agrees that any reference in its Guaranty or any other Loan Documents to the Credit Agreement means the Credit Agreement as amended by the Amendment and (f) agrees that all of the Secured Obligations, as amended by the Amendment, are secured by all of the Security Documents.
Dated: March 31, 2021.
CENTER MANUFACTURING HOLDINGS, INC., as a Guarantor | ||
By: |
/s/ Todd M. Butz |
|
Name: | Todd M. Butz | |
Title: | Chief Financial Officer, Secretary and Treasurer |
CENTER MANUFACTURING, INC., as a Guarantor | ||
By: |
/s/ Todd M. Butz |
|
Name: | Todd M. Butz | |
Title: | Chief Financial Officer, Secretary and Treasurer |
Signature Page to Guarantor Reaffirmation
CENTER - MOELLER PRODUCTS LLC, as a Guarantor | ||
By: |
/s/ Todd M. Butz |
|
Name: | Todd M. Butz | |
Title: | Chief Financial Officer, Secretary and Treasurer |
DEFIANCE METAL PRODUCTS CO., as a Guarantor | ||
By: |
/s/ Todd M. Butz |
|
Name: | Todd M. Butz | |
Title: | Vice President, Secretary and Treasurer |
DEFIANCE METAL PRODUCTS OF ARKANSAS, INC., as a Guarantor | ||
By: |
/s/ Todd M. Butz |
|
Name: | Todd M. Butz | |
Title: | Vice President, Secretary and Treasurer |
DEFIANCE METAL PRODUCTS OF PA., INC., as a Guarantor | ||
By: |
/s/ Todd M. Butz |
|
Name: | Todd M. Butz | |
Title: | Secretary and Treasurer | |
DEFIANCE METAL PRODUCTS OF WI, INC., as a Guarantor | ||
By: |
/s/ Todd M. Butz |
|
Name: | Todd M. Butz | |
Title: | Secretary |
Signature Page to Guarantor Reaffirmation