UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): June 5, 2019
Altair Engineering Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-38263 | 38-2591828 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1820 E. Big Beaver Road Troy, Michigan | 48083 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (248)614-2400
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 | ALTR | The Nasdaq Global Select Market |
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 Rule12b-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.
Underwritten Public Offering of 0.250% Convertible Senior Notes due 2024
On June 5, 2019, Altair Engineering Inc. (the “Company”) entered into an underwriting agreement (the “Note Underwriting Agreement”) with J.P. Morgan Securities LLC, as representative of the underwriters named therein (the “Underwriters”), to issue and sell $200.0 million aggregate principal amount of 0.250% Convertible Senior Notes due 2024 (the “Notes”) in a public offering pursuant to a Registration Statement on FormS-3 (File No. 333-231948 (the “Registration Statement”)) and a related prospectus supplement, filed with the Securities and Exchange Commission (the “Note Offering”). In addition, the Company granted the Underwriters an option to purchase, for a period of 30 calendar days from June 5, 2019, up to an additional $30.0 million aggregate principal amount of Notes. The Company estimates that the net proceeds from the Note Offering will be approximately $192.8 million, or approximately $221.9 million if the Underwriters exercise in full their option to purchase the additional Notes, after deducting underwriting discounts and estimated offering expenses.
The foregoing description of the Note Underwriting Agreement is not complete and is qualified in its entirety by reference to the Note Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form8-K and is incorporated herein by reference.
The Notes will be issued pursuant to a supplemental indenture to be entered into supplementing the Indenture, anticipated to be dated June 10, 2019, by and between the Company and U.S. Bank National Association, as trustee.
The Notes Offering is expected to close on or about June 10, 2019, subject to customary closing conditions. In connection with this offering, the legal opinion as to the legality of the Notes sold is filed as Exhibit 5.1 to this Current Report on Form8-K and is incorporated herein and into the Registration Statement by reference.
Second Amendment to the Company’s Third Amended and Restated Credit Agreement Amendment
On June 5, 2019, the Company entered into the Second Amendment to its Third Amended and Restated Credit Agreement, by and among the Company, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Amendment”), which amends the Third Amended and Restated Credit Agreement, dated as of October 18, 2017 by and among the Company, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Sole Bookrunner and Sole Lead Arranger (the “Amended and Restated Credit Agreement”).
The Amendment, among other things, extends the maturity date of the facility to December 15, 2023, and makes certain of the negative covenants less restrictive, including permitting the Company to incur more indebtedness, make more investments, redeem more equity and prepay more debt.
In addition, the Amendment amends the Maximum Net Leverage Ratio and adds a Senior Secured Leverage Ratio as follows:
• | Maximum Net Leverage Ratio: On the last day of each fiscal quarter, the Company on a consolidated basis will not permit the ratio of total indebtedness (net of unrestricted domestic cash in excess of $20.0 million) to EBITDA for the rolling four quarter period ending on such date to be greater than 5.00 to 1.00 as of the such fiscal quarter. |
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• | Senior Secured Leverage Ratio: On the last day of each fiscal quarter, the Company on a consolidated basis will not permit the ratio of total indebtedness secured by a lien (net of unrestricted domestic cash in excess of $20.0 million) to EBITDA for the rolling four quarter period ending on such date to be greater than 3.00 to 1.00 as of the such fiscal quarter. |
Except as expressly modified by the Amendment, the Amended and Restated Credit Agreement remains in full force and effect.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 2.03 Creation of a Director Financial Obligation or an Obligation under andOff-Balance Sheet Arrangement of a Registrant.
The information set forth under “Item 1.01 Entry into a Material Definitive Agreement – Second Amendment to the Company’s Third Amended and Restated Credit Agreement Amendment” of this Current Report on Form8-K is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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SIGNATURES
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.
ALTAIR ENGINEERING INC. | ||||||||
Dated: June 6, 2019 | By: | /s/ Howard N. Morof | ||||||
Name: | Howard N. Morof | |||||||
Title: | Chief Financial Officer |
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