Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - XERIUM TECHNOLOGIES INC | ex101fixedassetsloancontra.htm |
| EX-10.3 - EXHIBIT 10.3 - XERIUM TECHNOLOGIES INC | ex103guaranteexeriumasia.htm |
| EX-10.2 - EXHIBIT 10.2 - XERIUM TECHNOLOGIES INC | ex102guaranteestowewoodward.htm |
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): July 17, 2015
XERIUM TECHNOLOGIES, INC. |
(Exact name of registrant as specified in its charter) |
Delaware | 001-32498 | 42-1558674 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
14101 Capital Boulevard, Youngsville, Raleigh, North Carolina 27596 | ||||
(Address of Principal Executive Offices)(Zip Code) | ||||
Registrant's telephone number, including area code: (919) 526-1400 | ||||
(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 (see General Instruction A.2. below): | ||||
£ 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)) | ||||
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On July 17, 2015 (the "Closing Date"), Xerium China, Co., Ltd. ("Xerium China"), a wholly-owned subsidiary of Xerium Technologies, Inc. (the "Company") entered into and closed a Fixed Assets Loan Contract (the "Loan Agreement") with the Industrial and Commercial Bank of China Limited, Shanghai-Jingan Branch (the “Bank”) with respect to a RMB 58.5 million loan. The loan is secured by pledged machinery and equipment of Xerium China and guaranteed by Xerium Asia Pacific (Shanghai) Limited and Stowe Woodward (Changzhou) Roll Technologies Co. Ltd., which are wholly-owned subsidiaries of the Company, pursuant to guarantee agreements (the "Guarantee Agreements").
Interest on the outstanding principal balance of the loan accrues at a benchmark rate plus a margin. The benchmark rate is the benchmark interest rate as published by the People's Bank of China, which was 5.25% on June 28, 2015. The margin is set at 10% of the benchmark rate for the entire loan period, with the current interest rate calculated at 5.78%. The interest rate will be adjusted every 12 months during the term of the loan, based on the benchmark interest rate adjustment. Interest under the loan is payable quarterly in arrears. Principal on the loan is to be repaid in part every six months following the Closing Date, in accordance with a predetermined schedule set forth in the Loan Agreement. Proceeds of the Loan will be used by Xerium China to purchase production equipment.
The Loan Agreement contains certain customary representations and warranties and provisions relating to events of default. The foregoing description of the Loan Agreement and the Guarantee Agreements do not purport to be complete and are qualified in their entirety by reference to the complete text of the Loan Agreement, a translated copy of which is filed with this 8-K as Exhibit 10.1 and the complete text of the Guarantee Agreements, translated copies of which are filed with this 8-K as Exhibit 10.2 and 10.3, and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are filed herewith.
Exhibit No. | Description | |
10.1 | Translated version of Fixed Asset Loan Agreement by and between Xerium China, Co., Ltd and Industrial and Commercial Bank of China Limited, Shanghai-Jingan Branch dated July 17, 2015. | |
10.2 | Translated version of Guarantee Agreement between Stowe Woodward (Changzhou) Roll Technologies Co. Ltd. and Industrial and Commercial Bank of China Limited, Shanghai-Jingan Branch dated July 17, 2015. | |
10.3 | Translated version of Guarantee Agreement between Xerium Asia Pacific (Shanghai) Limited and Industrial and Commercial Bank of China Limited, Shanghai-Jingan Branch dated July 17, 2015. | |
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.
XERIUM TECHNOLOGIES, INC. | ||||
Date: | July 22, 2015 | By: | /s/ Clifford E. Pietrafitta | |
Name: | Clifford E. Pietrafitta | |||
Title: | EVP and Chief Financial Officer | |||
INDEX TO EXHIBITS
Exhibit No. | Description | |
10.1 | Translated version of Fixed Asset Loan Agreement by and between Xerium China, Co., Ltd and Industrial and Commercial Bank of China Limited, Shanghai-Jingan Branch dated July 17, 2015. | |
10.2 | Translated version of Guarantee Agreement between Stowe Woodward (Changzhou) Roll Technologies Co. Ltd. and Industrial and Commercial Bank of China Limited, Shanghai-Jingan Branch dated July 17, 2015. | |
10.3 | Translated version of Guarantee Agreement between Xerium Asia Pacific (Shanghai) Limited and Industrial and Commercial Bank of China Limited, Shanghai-Jingan Branch dated July 17, 2015. | |