Item 1.01. Entry into a Material Definitive Agreement.
On September 15, 2015, John Bean Technologies Corporation (the “ Company ”) and John Bean Technologies B.V., as borrowers, Wells Fargo Bank, National Association, as administrative agent, and the other lenders signatory thereto entered into a first amendment (the “ First Amendment ”) to the Credit Agreement dated as of February 10, 2015 (the “ Credit Agreement ”). The First Amendment modifies clause (b) of the definition of “Change in Control” (the occurrence of which triggers an event of default under the Credit Agreement) to permit continuing directors to avoid an event of default by approving the nomination or appointment of any candidate for the board of directors selected by stockholders. Specifically, as a result of the First Amendment, a “Change in Control” is only triggered by the occupation of a majority of the seats on the board of directors of the Company by persons who were neither (i) nominated or approved by the board of directors of the Company nor (ii) appointed or approved by the directors so nominated or approved.
Except as otherwise specifically amended by the First Amendment, all of the terms of the Credit Agreement remain the same.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
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10.1 |
First Amendment to Credit Agreement, dated as of September 15, 2015, by and among John Bean Technologies Corporation and John Bean Technologies B.V., as borrowers, Wells Fargo Bank, National Association, as administrative agent, and the other lenders signatory thereto. |
SIGNATURE
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.
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John Bean Technologies Corporation |
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Date: September 15, 2015 |
By: |
/s/ Brian A. Deck |
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Name: |
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Brian A. Deck |
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Title: |
Executive Vice President and Chief Financial Officer |
2
Exhibit 10.1