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Item 1.01
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Entry into a Material Definitive Agreement.
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Financing Transactions
On July 29, 2019, American Axle & Manufacturing Holdings, Inc. (“
Holdings
”), American Axle & Manufacturing, Inc., a wholly owned subsidiary of Holdings (“
AAM
”), and certain
subsidiaries of Holdings entered into the First Amendment (the “
First Amendment
”), among AAM, as borrower, Holdings, certain subsidiaries of Holdings
identified therein, each financial institution party thereto as a lender and JPMorgan Chase Bank, N.A., as administrative agent (the “
Administrative Agent
”),
amending the Credit Agreement, dated as of April 6, 2017 (the “
Credit Agreement
”), among AAM, as borrower, Holdings, each financial institution party thereto
from time to time as a lender, and the Administrative Agent (the Credit Agreement, as amended by the First Amendment, the “
Amended Credit Agreement
”).
The First Amendment, among other things, (a) established $340 million in incremental term loan A commitments under the Amended
Credit Agreement with a maturity date of July 29, 2024 (the “
Term Loan A Facility
”), (b) extended the maturity date of the revolving credit facility under the
Amended Credit Agreement (the “
Revolving Credit Facility
”) from April 6, 2022 to July 29, 2024 (or earlier depending on the maturity date of the then
outstanding loans under the term loan B facility under the Amended Credit Agreement (the “
Term Loan B Loans
”) and any outstanding indebtedness refinancing such
loans), and (c) modified the applicable margin (determined based on AAM’s total net leverage ratio) with respect to interest rates under the Term Loan A Facility and interest rates and commitment fees under the Revolving Credit Facility such that the
applicable margin for Eurodollar-based loans under such facilities will be between 1.25% and 2.00% (provided that such margin for the Term Loan A Facility may increase by 2.50% on January 1, 2024 depending on the maturity date of any then outstanding
Term Loan B Loans or indebtedness refinancing such loans) and the commitment fee rate under the Revolving Credit Facility will be between 0.20% and 0.35%. The applicable margin and April 6, 2024 maturity date for the Term Loan B Loans remain
unchanged.
On July 29, 2019, following the satisfaction of certain conditions precedent under the First Amendment, AAM borrowed under the
Term Loan A Facility an amount equal to $340 million (the full amount of the commitments thereunder), and the proceeds of such borrowings were used on such date to repay in full all of the term loan A loans outstanding under the Credit Agreement
prior to the entry into the First Amendment and a portion of the then outstanding Term Loan B Loans.
A copy of the First Amendment is included as Exhibit 10.1 hereto and is incorporated by reference herein. The foregoing
description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement.