HY Hyster-Yale Materials Handling
Filed: 3 Jun 21, 5:02pm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
|Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934|
|Date of Report (Date of earliest event reported):||May 28, 2021|
|HYSTER-YALE MATERIALS HANDLING, INC.|
|(Exact name of registrant as specified in its charter)|
|(State or other jurisdiction of incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
|5875 Landerbrook Drive, Suite 300|
|(Address of principal executive offices)||(Registrant's telephone number, including area code)||(Zip code)|
|(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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Class A Common Stock, $0.01 par value per share||HY||New York Stock Exchange|
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.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
On May 28, 2021, Hyster-Yale Group, Inc. (the "Term Loan Borrower" or Hyster-Yale Group"), along with Hyster-Yale Materials Handling, Inc. (“Hyster-Yale”) and certain subsidiaries of Hyster-Yale, each acting as guarantors (collectively, the "Company"), entered into an amended and restated agreement with certain financial institutions as lenders, and Bank of America, N.A., as administrative agent, for a $225.0 million term loan (the “Term Loan”) which expires on May 28, 2028 (the "Maturity Date"). The Term Loan replaced the Company’s previous term loan facility, which was set to mature on May 30, 2023.
The Term Loan requires quarterly principal payments on the last day of each March, June, September and December commencing September 30, 2021 in an amount equal to $562,500 and the final principal repayment due on the Maturity Date. The Term Loan Borrower may also be required to make mandatory prepayments, in certain circumstances, as provided in the Term Loan.
The obligations under the Term Loan are generally secured by a first priority lien on the present and future shares of capital stock, material real property, fixtures and general intangibles consisting of intellectual property and a second priority lien on working capital assets of the Company, which includes, but is not limited to cash and cash equivalents, accounts receivable and inventory.
Borrowings under the Term Loan bear interest at a floating rate, which can be a base rate or Eurodollar rate, as defined in the Term Loan, plus an applicable margin. The applicable margin is 2.50% for base rate loans and 3.50% for Eurodollar loans. In addition, the Term Loan includes a Eurodollar rate floor of 0.50%.
In addition, the Term Loan includes restrictive covenants, which, among other things, limit additional borrowings and investments of the Company subject to certain thresholds, as provided in the Term Loan. The Term Loan limits the payment of dividends and other restricted payments Hyster-Yale and its subsidiaries may make to $50.0 million in any fiscal year, unless the consolidated total net leverage ratio, as defined in the Term Loan does not exceed 2.50 to 1.00 at the time of the payment. The Term Loan also contains a provision requiring a premium to be paid in the event of a repricing of the borrowings under the Term Loan, whether by amendment or entry into new loans, within the six month period following entry into the Term Loan.
Certain of the banks and financial institutions that are parties to the Term Loan and their respective affiliates have in the past provided, are currently providing and in the future may continue to provide investment banking, commercial banking and other financial services to Hyster-Yale and its subsidiaries in the ordinary course of business for which they have received and will receive customary compensation. In the ordinary course of business, such banks and financial institutions and their respective affiliates may participate in loans and actively trade the equity securities of Hyster-Yale for their own account or for the accounts of customers and, accordingly, such banks and financial institutions and their respective affiliates may at any time hold long or short positions in such securities.
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.
|Date:||June 3, 2021||HYSTER-YALE MATERIALS HANDLING, INC.|
|By:||/s/ Suzanne Schulze Taylor|
|Name: Suzanne Schulze Taylor|
|Title: Senior Vice President, General Counsel and Secretary|