Attached files
| file | filename |
|---|---|
| 8-K - Measurement Specialties Inc | v187098_8k.htm |
| EX-99.2 - Measurement Specialties Inc | v187098_ex99-2.htm |
| EX-99.3 - Measurement Specialties Inc | v187098_ex99-3.htm |
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Contact:
|
Mark
Thomson, CFO
|
|
(757)
766-4224
|
FOR IMMEDIATE
RELEASE
Measurement
Specialties enters into Four Year Senior Secured Credit
Agreement
and Long-Term Private Placements
Hampton,
VA, June 3, 2010 – Measurement Specialties, Inc. (NASDAQ: MEAS), a designer and
manufacturer of sensors and sensor-based systems, announced today that it
entered into a new Credit Agreement (the "Senior Secured Credit Facility") dated
June 1, 2010 among JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent (in such capacity, the "Senior Secured Facility Agents"), Bank
of America, N.A., as syndication agent, and certain other parties thereto (the
"Credit Agreement").
Proceeds
from the Senior Secured Credit Facility were used in part to refinance the
Company’s previous Amended and Restated Credit Agreement effective as of April
1, 2006 among the Company, General Electric Capital Corporation, as agent and a
lender, and certain other parties thereto and will provide for the working
capital needs of the Company, including to effect permitted
acquisitions.
The
Senior Secured Credit Facility consists of a $110 million revolving credit
facility (the "Revolving Credit Facility") with a $50 million accordion feature
enabling expansion of the Revolving Credit Facility to $160
million. The Senior Secured Credit Facility has a variable interest
rate based on either the London Inter-bank Offered Rate ("LIBOR") or the ABR
Rate (prime based rate) with applicable margins ranging from 2.00% to 3.25% for
LIBOR based loans or 1.00% to 2.25% for ABR Rate loans. The
applicable margins may be adjusted quarterly based on a change in the leverage
ratio of the Company. The Senior Secured Credit Facility also
includes the ability to borrow in currencies other than U.S. Dollars, such as
the Euro and Swiss Franc, up to $66 million. Commitment fees on
the unused balance of the Revolving Credit Facility range from 0.375% to 0.50%
per annum of the average amount of unused balances. The Senior
Secured Credit Facility will expire on June 1, 2014 and all balances outstanding
under the Revolving Credit Facility will be due on such date. The
Senior Secured Credit Facility includes an inter-creditor arrangement with
Prudential (as defined below) and is on a pari passu (equal force)
basis with the Prudential Shelf Facility (as defined below).
Measurement Specialties Inc. • 1000 Lucas Way • Hampton, VA 23666 • www.meas-spec.com
The
Senior Secured Facility includes specific financial covenants for maximum
leverage ratio and minimum fixed charge coverage ratio, as well as customary
representations, warranties, covenants and events of default for a transaction
of this type. Consolidated EBITDA for debt covenant purposes is the
Company's consolidated net income determined in accordance with GAAP minus the
sum of income tax credits, interest income, gain from extraordinary items for
such period, any aggregate net gain during such period, any aggregate net gains
arising from the disposition of capital assets, any non-cash gains, and gains
due to fluctuations in currency exchange rates, plus the sum of any
provision for income taxes, interest expense, loss from extraordinary items
(including, up to an aggregate of $10 million from export control matters), any
aggregate net loss arising from the disposition of capital assets, the amount of
non-cash charges for such period, amortized debt discount for such period,
losses due to fluctuations in currency exchange rates and the amount of any
deduction to consolidated net income as a result of any grant to any members of
the management of the Company of any equity interests. The Company's
leverage ratio consists of total debt less unrestricted cash maintained in U.S.
bank accounts which are subject to control agreements in favor of JPMorgan Chase
Bank, N.A., as Collateral Agent, to Consolidated EBITDA. Adjusted
fixed charge coverage ratio is Consolidated EBITDA less capital expenditures
divided by fixed charges. Fixed charges are the last twelve months of
scheduled principal payments, taxes paid in cash and consolidated interest
expense. All of the aforementioned financial covenants are subject to
various adjustments, which are detailed in the Credit Agreement.
On June
1, 2010, the Company entered into a Master Shelf Agreement (the "Prudential
Shelf Facility") with Prudential Investment Management, Inc. ("Prudential")
whereby Prudential agreed to purchase up to $50 million of senior secured notes
(the "Senior Secured Notes") issued by the Company. Prudential
purchased $20 million of the Senior Secured Notes on June 1, 2010, and the
remaining $30 million of the Senior Secured Notes may be purchased at the
discretion of Prudential or one or more of its affiliates upon the request of
the Company. The Senior Secured Notes purchased on June 1, 2010 have
fixed interest rate of 5.70% as to $10 million of such Senior Secured Notes and
6.15% as to $10 million of such Senior Secured Notes and are due on June 1, 2015
and 2017, respectively. The Prudential Shelf Facility includes
specific financial covenants for maximum total leverage ratio and minimum fixed
charge coverage ratio consistent with the Senior Secured Credit Facility, as
well as customary representations, warranties, covenants and events of
default. The Prudential Shelf Facility includes an inter-creditor
arrangement with the Senior Secured Facility Agents and is on a pari pasu (equal force) basis
with the Senior Secured Facility.
The
Company has provided a security interest in substantially all of the Company's
U.S. based assets as collateral for the Senior Secured Facility and the
Prudential Shelf Facility.
The
Company’s amortization of deferred financing costs will increase with the costs
incurred with refinancing of the Company’s primary credit facility, and at March
31, 2010, the Company had approximately $704,000 in deferred financing costs
that will be written-off in the first quarter of fiscal 2011 as part of the
funding of the Senior Secured Credit Facility. Annual deferred
financing costs associated with the Senior Secured Credit Facility are expected
to be approximately $350,000.
Mark
Thomson, Company CFO commented, “This new credit facility is a significant
improvement from our prior credit facility in regard to pricing, covenants and
other terms, and provides the us with additional capital and flexibility to
pursue our acquisition strategy. We look forward to putting the
additional capital to good use.”
Measurement Specialties Inc. • 1000 Lucas Way • Hampton, VA 23666 • www.meas-spec.com
About Measurement
Specialties. Measurement Specialties, Inc. (MEAS) designs and
manufactures sensors and sensor-based systems to measure precise ranges of
physical characteristics such as pressure, temperature, position, force,
vibration, humidity and photo optics. MEAS uses multiple advanced
technologies – including piezoresistive, electro-optic, electro-magnetic,
capacitive, application specific integrated circuits (ASICs),
micro-electromechanical systems (MEMS), piezoelectric polymers and strain gauges
– to engineer sensors that operate precisely and cost effectively.
This
release includes forward looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934, as amended. Forward looking statements may be
identified by such words or phrases “should”, "intends", “ is subject to”,
"expects", "will", "continue", "anticipate", "estimated", "projected", "may",
"we believe", "future prospects", or similar expressions. The
forward-looking statements above involve a number of risks and uncertainties.
Factors that might cause actual results to differ include, but are not limited
to, success of any reorganization; ability to raise additional funds; conditions
in the general economy and in the markets served by the Company; competitive
factors, such as price pressures and the potential emergence of rival
technologies; interruptions of suppliers' operations affecting availability of
component materials at reasonable prices; timely development and market
acceptance, and warranty performance of new products; success in integrating
prior acquisitions; changes in product mix, costs and yields, fluctuations in
foreign currency exchange rates; uncertainties related to doing business in Hong
Kong and China; and the risk factors listed from time to time in the Company's
SEC reports. The Company from time-to-time considers acquiring or
disposing of business or product lines. Forward-looking statements do not
include the impact of acquisitions or dispositions of assets, which could affect
results in the near term. Actual results may differ materially. The
Company assumes no obligation to update the information in this
issue.
Company
Contact: Mark Thomson, CFO, (757) 766-4224
Measurement Specialties Inc. • 1000 Lucas Way • Hampton, VA 23666 • www.meas-spec.com