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MarketScreener Homepage  >  Equities  >  Nyse  >  Alamo Group Inc.    ALG

ALAMO GROUP INC.

(ALG)
  Report
Delayed Quote. Delayed Nyse - 01/17 04:01:47 pm
130.73 USD   +1.31%
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ALAMO GROUP INC : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

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10/30/2019 | 05:12am EST

Item 1.01 Entry into a Material Definitive Agreement.

Second Amended and Restated Credit Agreement

On October 24, 2019, the Company, as Borrower, and each of its domestic subsidiaries as guarantors, entered into a Second Amended and Restated Credit Agreement (the "Credit Agreement") with Bank of America, N.A., as Administrative Agent. The Credit Agreement provides Borrower with the ability to request loans and other financial obligations in an aggregate amount of up to $650,000,000. Pursuant to the Credit Agreement, Borrower has borrowed $300,000,000 pursuant to a Term Facility repayable with interest quarterly at a percentage of the initial principal amount of the Term Facility of 5.0% per year with the remaining principal due in 5 years. Up to $350,000,000 is available under the Credit Agreement pursuant to a Revolver Facility which terminates in 5 years. Loan proceeds under the Credit Agreement are to be used: (i) to finance Borrowers recently announced purchase of Morbark LLC and its affiliated entities, and (ii) to finance other working capital needs and general corporate purposes of Borrower and its subsidiaries. The Credit Agreement provides that advances are unsecured, and is subject to customary affirmative and negative covenants.

The above description is qualified in its entirety by reference to the Credit Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On September 11, 2019, Alamo Group Inc. (the "Company"), and Alamo Acquisition Corporation, an indirect wholly-owned subsidiary of the Company, entered into a definitive Securities Purchase Agreement to acquire 100% of the equity interests in Morbark Holdings Group, LLC ("Morbark") and its direct and indirect subsidiaries (the "Morbark Acquisition"). Sellers include Stellex Capital Partners, LP and certain of its affiliates and certain members of Morbark management (collectively, the "Sellers"). The total consideration for the purchase is approximately $352,000,000 subject to certain adjustments. Morbark and its wholly-owned subsidiaries are leading manufacturers of equipment and aftermarket parts for forestry, tree maintenance, biomass, land management and recycling markets.

On October 24, 2019, the Company and Sellers completed the Morbark Acquisition. Total consideration paid in the Morbark Acquisition was approximately $352 million in cash on a cash free, debt free basis, subject to certain closing adjustments. The Company financed the Morbark Acquisition with new borrowings under the Credit Agreement.

There are no material relationships between the Sellers and Company or any of their respective affiliates, members, managers, directors or officers or any associate of any such member, manager, director or officer, other than with respect to the Securities Purchase Agreement and the ancillary agreements referred to therein and the transactions contemplated thereby.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Items 1.01 and 2.01 of this report are incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The financial statements, to the extent required by this Item with respect to
the Morbark Acquisition, will be filed by amendment to this report no later than
71 calendar days after the date on which this report was required to be filed
pursuant to Item 2.01.

(b) Pro Forma Financial Information. The pro forma financial information, to the extent required by this Item with respect to the Morbark Acquisition, will be filed by amendment to this report no later than 71 calendar days after the date on which this report was required to be filed pursuant to Item 2.01.

(d) Exhibits:
Exhibit No.               Description
              10.1          Second Amended and Restated Credit Agreement, dated as of October 24,
                          2019, by and among Alamo Group Inc., Bank of America, N.A. as
                          administrative agent, Wells Fargo Bank, National Association, and BBVA USA
                          as co-syndication agents, and the other lenders party thereto.
               104        Cover Page Interactive Data File - Inline XBRL for the cover page of this
                          Current Report on Form 8-K



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© Edgar Online, source Glimpses

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