SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2022
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of|
incorporation or organization)
|(Commission File Number)||(I.R.S. Employer|
|6210 Ardrey Kell Road, Suite 600|
|Charlotte, North Carolina||28277|
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box 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))
|Securities registered pursuant to Section 12(b) of the Act:|
|Title of each class||Trading symbol||Name of each exchange on which registered|
|Common Stock, par value $0.01 per share||NNBR||The Nasdaq Stock Market 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 March 3, 2022, NN, Inc., a Delaware corporation (the “Company”), certain subsidiaries of the Company named therein, the lenders party thereto and Oaktree Fund Administration, LLC, as administrative agent, entered into that certain Amendment No. 1 to Term Loan Credit Agreement (the “Amendment”), which amended the Company’s existing Term Loan Credit Agreement, dated as of March 22, 2021 (the “Term Loan Credit Agreement”), by and among the Company, the lenders party thereto from time to time, and Oaktree Fund Administration, LLC, as administrative agent.
The Amendment, among other things, increases the quarterly maximum Consolidated Net Leverage Ratio (as defined in the Term Loan Credit Agreement) that the Company is required to satisfy, beginning with the fiscal quarter ending March 31, 2022.
The foregoing summary is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
|ITEM 2.03||CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.|
The information set forth in Item 1.01 of this Current Report on Form 8-K above is incorporated herein by reference.
|ITEM 7.01||REGULATION FD DISCLOSURE.|
On March 4, 2022, the Company issued a press release announcing the Amendment. A copy of this press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
The information, including the press release, furnished under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing by the Company under the Exchange Act or the Securities Act, except as otherwise expressly stated in such filing.
|ITEM 9.01||FINANCIAL STATEMENTS AND EXHIBITS|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
* Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K.
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: March 4, 2022
|By:||/s/ Matthew S. Heiter|
|Name:||Matthew S. Heiter|
|Title:||Senior Vice President, General Counsel|