Attached files
| file | filename |
|---|---|
| EX-10.3 - FGI NOTE - CORE MOLDING TECHNOLOGIES INC | ex103.htm |
| EX-10.2 - SECURITY AGREEMENT - CORE MOLDING TECHNOLOGIES INC | ex102.htm |
| EX-10.1 - CREDIT AGREEMENT - CORE MOLDING TECHNOLOGIES INC | ex101.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): October 27, 2020
Core Molding Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-12505
31-1481870
(State or other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
800 Manor Park Drive
Columbus, Ohio
43228-0183
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (614) 870-5000
(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:
☐
☐
☐
2(b))
☐
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, par value $0.01
CMT
NYSE American LLC
Preferred Stock purchase rights, par value
$0.01
N/A
NYSE American LLC
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 October 27, 2020, Core Molding Technologies, Inc. (the “Company”) entered into a
Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as
administrative agent, lead arranger and book runner, and the lenders party thereto (the “Lenders”).
Unless otherwise defined herein, defined terms shall have the meanings set forth in the Credit
Agreement.
Pursuant to the terms of the Credit Agreement, the Lenders made available to the Company
secured loans (the “Wells Fargo Loans”) in the maximum aggregate principal amount of
$43,500,000, consisting of (i) a revolving loan commitment of $25,000,000 (approximately
$8,745,000 of which was advanced to the Company on October 28, 2020) and (ii) term loan
commitments of $18,500,000 ($16,790,000 of which was advanced to the Company on October
28, 2020). The Credit Agreement also makes available to the Company an incremental revolving
commitment in the maximum amount of $10,000,000 at the Company’s option at any time during
the three (3) year period following the Closing. Such revolving loan commitment terminates, and
all outstanding borrowings thereunder must be repaid, on October 27, 2024, and such term loans
are to be repaid in monthly installments with the remaining outstanding balance due on October
27, 2024, in each case subject to certain optional and mandatory repayment terms. The Company’s
obligations under the Credit Agreement and the Loans are unconditionally guaranteed by each of
the Company’s U.S. and Canadian subsidiaries, with such obligations of the Company and such
subsidiaries being secured by a lien on substantially all of their U.S. and Canadian assets.
In connection with the funding of the Wells Fargo Loans, FGI Equipment Finance LLC
advanced to the Company on October 27, 2020, pursuant to a Master Security Agreement, dated
as of October 20, 2020 (the “Security Agreement”), among FGI Equipment Finance LLC, the
Company as debtor, and each of Core Composites Corporation, a subsidiary of the Company
organized in Delaware, and CC HPM, S. de R.L. de C.V., a subsidiary of the Company organized
in Mexico, as guarantors, a term loan in the principal amount of $13,200,000 (the “FGIEF Loan”),
which loan is evidenced by that certain Promissory Note dated October 20, 2020 (the “FGI Note”)
and secured by certain machinery and equipment of the guarantors located in Mexico, and real
property of Corecomposites de Mexico, S. de R.L. de C.V., also a subsidiary of the Company
organized in Mexico, located in Matamoros, Mexico.
The proceeds of the Wells Fargo Loans and the FGIEF Loans were used in part to repay
all existing outstanding indebtedness of the Company owing to KeyBank National Association,
and to pay certain fees and expenses associated with the transactions contemplated by the Credit
Agreement and the Security Agreement, and will be used to finance the ongoing general corporate
needs of the Company.
The Credit Agreement and the Security Agreement, together with the FGI Note, contain
certain customary representations and warranties, conditions, affirmative and negative covenants
and events of defaults.
The foregoing descriptions of the Credit Agreement, the Security Agreement and the FGI
Note do not purport to be complete and are qualified in their entirety by reference to the Credit
Agreement, the Security Agreement and the FGI Note, a copy of which are attached to this Form
8-K as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated herein by
reference.
Item 1.02 Termination of a Material Definitive Agreement.
On October 28, 2020, the Company repaid in full all indebtedness of the Company and its
subsidiary, Horizon Plastics International Inc. (totaling $36,392,704.20) under that certain
Amended and Restated Credit Agreement, originally dated as of January 16, 2018, with KeyBank
National Association (“Key”) as the administrative agent and various other financial institutions
thereto as lenders (as amended as of March 14, 2019, the “Prior Credit Agreement”). In connection
with such repayment, the liens and security interests granted in connection with the Prior Credit
Agreement were released (other than certain security interests held by Key with respect to
deposits).
The foregoing description of the Prior Credit Agreement does not purport to be complete
and is qualified in its entirety by reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K, as filed with the Commission on January 19, 2018. Such descriptions and exhibits are
incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The disclosures contained above under Item 1.01 are incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
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.
CORE MOLDING TECHNOLOGIES, INC.
By: /s/ John P. Zimmer
Name: John P. Zimmer
Title: Vice President, Treasurer, Secretary
and Chief Financial Officer
Date: November 2, 2020