UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 1.01Entry into a Material Definitive Agreement.
Effective as of December 17, 2021, Hurco Companies, Inc. (the “Company”), Bank of America, N.A. (the “Bank”), and certain wholly-owned subsidiaries of the Company (the “Loan Party Subsidiaries” and, together with the Company, the “Loan Parties”) entered into a Third Amendment to Credit Agreement (the “Third Amendment”). The Third Amendment amends the Credit Agreement, dated as of December 31, 2018, among the Company, the Bank, and the Loan Party Subsidiaries, as amended by that First Amendment dated as of March 13, 2020, and that Second Amendment dated as of December 23, 2020 (as so amended, the “Credit Agreement”), and other documents and/or transactions contemplated thereby, as follows:
| ● | extended the scheduled maturity date under the Credit Agreement from December 31, 2021 to December 31, 2023; |
| ● | replaced the London Interbank Offered Rate with (i) the secured overnight financing rate (“SOFR”) with respect to term rate loans denominated in U.S. dollars, (2) the Sterling Overnight Index Average Reference Rate (“SONIA”) with respect to daily rate loans denominated in British pounds sterling (“Sterling”) and (iii) the Euro Interbank Offered Rate (“EURIBOR”) with respect to term rate loans denominated in Euros; |
| ● | set the interest rate premium at 1.00% for SOFR term loans, letter of credit fees, and term rate and daily rate loans denominated in Euros, Sterling or any other currency (other than U.S. dollars) approved in accordance with the terms of the Credit Agreement; |
| ● | eliminated the springing liquidity covenant; |
| ● | increased the minimum tangible net worth requirement in the Credit Agreement from $170.0 million to approximately $176.5 million; |
| ● | created procedures and guidelines for establishing successor benchmark rates and related adjustments to interest rates accruing under the Credit Agreement if SOFR, SONIA, EURIBOR or other underlying applicable benchmark rates are no longer available; and |
| ● | reaffirmed the Loan Parties’ obligations under the Credit Agreement and related loan documents, including the Loan Party Subsidiaries’ guaranty of the Company’s obligations thereunder. |
The foregoing summary of the Third Amendment is qualified in its entirety by reference to the complete terms and provisions of the Third Amendment to Credit Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.
The disclosure required by this Item is included in Item 1.01 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
Exhibit Index
10.1 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 23, 2021 | ||
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HURCO COMPANIES, INC. | ||
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By: | /s/ Sonja K. McClelland | |
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| Sonja K. McClelland, Executive Vice President, Treasurer and Chief Financial Officer |