UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
Amendment to Existing Credit Agreement
CSW Industrials, Inc., a Delaware corporation (the “Company”), is a party to that certain First Amended and Restated Credit Agreement, dated as of September 15, 2017 (as amended, amended and restated, supplemented or otherwise modified prior to December 1, 2020, the “Existing Credit Agreement”), by and among the Company, CSW Industrials Holdings, Inc., Whitmore Manufacturing, LLC, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the lenders party thereto, providing for a revolving credit facility with commitments in the aggregate principal amount of $250.0 million (the “Commitment”).
On December 1, 2020, the Company, the Administrative Agent and one of the existing lenders under the Existing Credit Agreement agreed to amend the terms of the Existing Credit Agreement (the “First Incremental Amendment”) to utilize the Existing Credit Agreement’s incremental “accordion” feature and increase the Commitment from $250.0 million to $300.0 million (which also reduced the available incremental commitment by a corresponding amount).
The foregoing description of the First Incremental Amendment and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the First Incremental Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, the terms of which are 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 disclosure in Item 1.01 of this Current Report is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | First Amendment (Incremental Amendment) to First Amended and Restated Credit Agreement, by and among CSW Industrials Holdings, Inc. and Whitmore Manufacturing, LLC, the other Loan Parties party hereto and JPMorgan Chase Bank, N.A., individually and its capacity as the Administrative Agent, Swingline Lender and Issuing Bank. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
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.
Dated: December 1, 2020
| By: | /s/ Luke E. Alverson | |
| Name: | Luke E. Alverson | |
| Title: | Senior Vice President, General Counsel & Secretary |