Item 1.01 Entry into a Material Definitive Agreement.




The information regarding the Stock and Asset Purchase Agreement (as defined
below) set forth in Item 1.03 of this Current Report on Form 8-K is incorporated
into this Item 1.01 by reference.

Item 1.03 Bankruptcy or Receivership.

Chapter 11 Filing



On August 30, 2020, Shiloh Industries, Inc., a Delaware corporation (the
"Company"), and certain of its U.S. subsidiaries (together with the Company, the
"Debtors") filed voluntary petitions (the "Bankruptcy Petitions," and the cases
commenced thereby, the "Chapter 11 Cases") for relief under Chapter 11 of the
United States Bankruptcy Code (the "Bankruptcy Code") in the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The
Debtors have filed a motion with the Bankruptcy Court seeking joint
administration of the Chapter 11 Cases under the caption "In re Shiloh
Industries, Inc. et al."

No trustee has been appointed and the Company will continue to manage itself and
its subsidiaries as "debtors-in-possession" under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions of the
Bankruptcy Code. The Debtors are seeking approval of a variety of "first day"
motions containing customary relief intended to assure the Debtors' ability to
continue their ordinary course operations. In connection with the Chapter 11
Cases, the Debtors are seeking authority to sell substantially all of their
assets pursuant to Section 363 of the Bankruptcy Code.

Stock and Asset Purchase Agreement



In connection with the Chapter 11 Cases, on August 30, 2020, the Debtors entered
into a Stock and Asset Purchase Agreement (the "Stock and Asset Purchase
Agreement") with Grouper Holdings, LLC, a Delaware limited liability company
(the "Purchaser") and subsidiary of MiddleGround Capital LLC. Pursuant to the
Stock and Asset Purchase Agreement, the Purchaser will acquire substantially all
of the Debtors' assets, including the equity interests of certain of the
Debtors' direct subsidiaries. The aggregate consideration for the purchased
assets and equity interests will be $218 million in cash, subject to working
capital and net debt adjustments, and assumption of certain liabilities of the
Debtors.

The consummation of the transactions contemplated by the Stock and Asset
Purchase Agreement is subject to customary closing conditions, including, among
others, (i) entry of an order approving the Stock and Asset Purchase Agreement
by the Bankruptcy Court; (ii) the accuracy of representations and warranties of
the parties; and (iii) material compliance with the obligations set forth in the
Stock and Asset Purchase Agreement.

The asset and equity purchase pursuant to the Stock and Asset Purchase Agreement
is expected to be conducted under the provisions of Section 363 of the
Bankruptcy Code and will be subject to proposed bidding procedures and receipt
of higher or otherwise better competing bids. Upon entry by the Bankruptcy
Court, the bidding procedures order will provide that Purchaser is the
"stalking horse" bidder for the assets and equity identified in the Stock and
Asset Purchase Agreement. The Stock and Asset Purchase Agreement calls for the
Company to pay a break-up fee to Purchaser equal to $7.1 million upon the
consummation of an alternate transaction involving the sale of a material
portion of the Debtors' assets to any person or entity other than the Purchaser
(an "Alternative Transaction"). The Stock and Asset Purchase Agreement also
provides for reimbursement of an amount not to exceed $1.5 million for expenses
incurred by the Purchaser in connection with the Stock and Asset Purchase
Agreement in the event the Stock and Asset Purchase Agreement is terminated in
certain circumstances, including, among others, upon the entry into an
Alternative Transaction.

--------------------------------------------------------------------------------
The foregoing description of the Stock and Asset Purchase Agreement is qualified
in its entirety by reference to the Stock and Asset Purchase Agreement, which is
filed as Exhibit 2.1 hereto and incorporated herein by reference.

DIP Financing



In connection with the Chapter 11 Cases, the Debtors filed a motion seeking
Bankruptcy Court approval of debtor-in-possession financing on the terms set
forth in that certain Superpriority Secured Debtor-in-Possession Credit
Agreement (the "DIP Credit Agreement"), among the Company, as borrower, the
other Debtors as guarantors thereto, the various lenders from time to time party
thereto and Bank of America, N.A., as administrative agent and collateral agent
(the "DIP Agent"), to be executed on or shortly after the date that the
Bankruptcy Court enters an interim order approving the DIP Credit Agreement.

Subject to the approval of the Bankruptcy Court, it is expected that the DIP
Credit Agreement will provide for a senior secured superpriority
debtor-in-possession financing in an aggregate principal amount not to exceed
$123.5 million (the "DIP Facility") consisting of (i) an approximately
$23.5 million new money subfacility comprised of revolving loans and (ii) a
roll-up of approximately $100 million of commitments under the Company's
existing revolving credit facility, which will be deemed loans under the DIP
Facility. As of the closing of the DIP Credit Agreement, $18.1 million of the
new money subfacility will become available to the Company. Upon the date that
the Bankruptcy Court enters a final non-appealable order, the full remaining
amount of the new money loans will be available to the Company.

The proceeds of the DIP Facility will provide incremental liquidity for working
capital, administrative costs, and premiums and fees associated with the Chapter
11 Cases, payment of court-approved prepetition obligations and other purposes
such as are consistent with the DIP Credit Agreement or as otherwise approved by
the agent and lenders.

The description of the DIP Credit Agreement and DIP Facility set forth above is . . .

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial

Obligation or an Obligation under an Off-Balance Sheet Arrangement.




The commencement of the Chapter 11 Cases constitutes an event of default that
accelerated the $341.3 million of outstanding borrowings under the Credit
Agreement, dated as of October 25, 2013, as amended (the "Existing Credit
Agreement"), with Bank of America, N.A., as Administrative Agent, Swing Line
Lender, Dutch Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A. as
Syndication Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P.
Morgan Securities, LLC as Joint Lead Arrangers and Joint Book Managers, CIBC
Bank, USA, Compass Bank and The Huntington National Bank, N.A., as
Co-Documentation Agents and the other lender parties thereto. The Existing
Credit Agreement provides that, as a result of the Chapter 11 Cases, the
principal and interest due thereunder shall be immediately due and payable. Any
efforts to enforce payment obligations under the Existing Credit Agreement are
automatically stayed as a result of the filing of the Chapter 11 Cases and the
lenders' rights of enforcement in respect of the Existing Credit Agreement are
subject to the applicable provisions of the Bankruptcy Code.

--------------------------------------------------------------------------------

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


Retention Incentive Awards

On August 25, 2020, the compensation committee of the board of directors of the
Company approved a Key Employee Retention Program, pursuant to which certain
executive officers of the Company, including the individuals listed below (the
"Executives"), received one-time cash retention incentive awards (the "Retention
Incentives"). The Retention Incentive amounts for the Executives are listed
below:



Name                 Title                                                  Retention Incentive Amount

Cloyd Abruzzo        Interim Chief Executive Officer                        $600,000
Scot Bowie           Vice President, Corporate Controller                   $197,000
Lillian Etzkorn      Senior Vice President and Chief Financial Officer      $630,000


The Retention Incentives were paid on August 28, 2020 and are subject to the
terms of the corresponding Retention Incentive Letter Agreements, each
substantially in the form filed as Exhibit 10.1 to this Current Report on Form
8-K (the "Retention Letter Agreement"). Pursuant to the Retention Letter
Agreement, if the Executive terminates his or her employment for any reason or
the Executive's employment is terminated by the Company for cause (as reasonably
determined by the Company and which includes, but is not limited to, the
Executive's failure to provide satisfactory performance and cooperation as set
forth in the Retention Letter Agreement) prior to the earlier of (i) the Closing
Date (as such term is defined in the Retention Letter Agreement) or
(ii) December 31, 2020, the Executive will forfeit his or her entitlement to the
Retention Incentive and must repay to the Company the full, aggregate amount of
the Retention Incentive before the date on which the Company pays the Executive
his or her final wages. As a condition to receiving the Retention Award, each
Executive agreed to forfeit the Executive's rights to any previously granted
recognition award and to severance benefits under any plan or arrangement with
the Company. Further, the Retention Letter Agreement requires the Executive's
satisfactory performance and cooperation as determined by the scope of the
Executive's duties, as well as carrying out any other responsibilities that may
be assigned to the Executive, in a thorough and professional manner.

The foregoing description of the Retention Letter Agreement is qualified in its
entirety by reference to the form of Retention Letter Agreement, which is filed
as Exhibit 10.1 hereto and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.




The Company cautions that trading in its securities during the pendency of the
Chapter 11 Cases is highly speculative and poses substantial risks. Trading
prices for these securities may bear little or no relationship to the actual
recovery, if any, by the holders in the Chapter 11 Cases. The Company expects
that its stockholders could experience a significant or complete loss on their
investment, depending on the outcome of the Chapter 11 Cases.

Bankruptcy Court filings and other information related to the Chapter 11 Cases
are available at a website administered by the Company's noticing and claims
agent, Prime Clerk LLC, at http://www.primeclerk.com/shiloh.

The information set forth in Item 7.01 is being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of such section. The information in Item 7.01 of this Form 8-K shall not be
incorporated by reference into any filing under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, regardless of any
incorporation by reference language in any such filing.

--------------------------------------------------------------------------------

Forward-Looking Statements



The statements contained in this Current Report that are not historical facts
are "forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. The forward-looking
statements are made on the basis of management's assumptions and expectations.
As a result, there can be no guarantee or assurance that these assumptions and
expectations will in fact occur. The forward-looking statements are subject to
risks and uncertainties that may cause actual results to materially differ from
those contained in the statements due to a variety of factors, including (1) the
duration and severity of the COVID-19 pandemic, any preventive or protective
actions taken by governmental authorities, the effectiveness of actions taken
globally to contain or mitigate its effects, and any unfavorable effects of the
COVID-19 pandemic on either the Company's manufacturing operations, or those of
its customer's or suppliers; (2) reduction in demand for the Company's
solutions, including any reduction in demand as a result of a COVID-19 triggered
economic recession, including any determination that the value of its assets is
impaired or that it does not have the ability to continue as a going concern;
(3) the Company's ability to accomplish its strategic objectives; (4) the
Company's ability to obtain future sales; (5) changes in worldwide economic and
political conditions, including adverse effects from terrorism or related
hostilities; (6) costs related to legal and administrative matters; (7) the
Company's ability to realize cost savings expected to offset price concessions;
(8) the Company's ability to successfully integrate acquired businesses,
including businesses located outside of the United States; (9) risks associated
with doing business internationally, including economic, political and social
instability, foreign currency exposure and the lack of acceptance of the
Company's products; (10) inefficiencies related to production and product
launches that are greater than anticipated; (11) changes in technology and
technological risks; (12) work stoppages and strikes at the Company's facilities
and that of its customers or suppliers; (13) the Company's dependence on the
automotive and heavy truck industries, which are highly cyclical; (14) the
dependence of the automotive industry on consumer spending, which is subject to
the impact of domestic and international economic conditions affecting car and
light truck production; (15) regulations and policies regarding international
trade; (16) financial and business downturns of the Company's customers or
vendors, including any production cutbacks or bankruptcies; (17) increases in
the price of, or limitations on the availability of aluminum, magnesium or
steel, the Company's primary raw materials, or decreases in the price of scrap
steel; (18) the successful launch and consumer acceptance of new vehicles for
which the Company supplies parts; (19) the impact on financial statements of any
known or unknown accounting errors or irregularities, and the magnitude of any
adjustments in restated financial statements of the Company's operating results;
(20) the Company's ability to obtain Bankruptcy Court approval with respect to
motions in the Chapter 11 Cases; (21) the effects of the Chapter 11 Cases on the
Company and on the interests of various constituents; (22) potential delays in
the Chapter 11 process due to the effects of the COVID-19 virus; (23) objections
to the Stock and Asset Purchase Agreement, DIP Credit Agreement or other
pleadings filed that could protract the Chapter 11 Cases; (24) the Bankruptcy
Court's rulings in the Chapter 11 Cases, including the approvals of the terms
and conditions of, and the transactions contemplated by, the Stock and Asset
Purchase Agreement and the DIP Credit Agreement (25); the outcome of the Chapter
11 Cases in general; (26) the length of time the Company will operate under the
Chapter 11 Cases; (27) risks associated with third-party motions in the Chapter
11 Cases; (28) the potential adverse effects of the Chapter 11 Cases on the
Company's liquidity or results of operations and increased legal and other
professional costs related to the Chapter 11 Case; (29) the ability of the
Company to meet the closing conditions and successfully consummate the Stock and
Asset Purchase Agreement; (30) employee attrition and the Company's ability to
retain senior management and other key personnel due to the distractions and
uncertainties; (31) the trading price and volatility of the Company's common
stock and the ability of the Company to remain listed on The NASDAQ Global
Select Market; (32) increases in pension plan funding requirements; (33) the
Company's ability to derive a substantial portion of its sales from large
customers; (34) a successful transition of the CEO position and the Company's
ability to successfully identify a qualified and effective full-time CEO; and
(35) other factors besides those listed here could also materially affect the
Company's business. See (a) "Part I, Item 1A. Risk Factors" in the Company's
Annual Report

--------------------------------------------------------------------------------
on Form 10-K for the fiscal year ended October 31, 2019 and (b) Part II, Item
1A. Risk Factors" in the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended January 30, 2020 and April 30, 2020 for a more complete
discussion of these risks and uncertainties. Any or all of these risks and
uncertainties could cause actual results to differ materially from those
reflected in the forward-looking statements. These forward-looking statements
reflect management's analysis only as of the date of this Current Report. The
Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date of
filing this Current Report. In addition to the disclosures contained herein,
readers should carefully review risks and uncertainties contained in other
documents the Company files from time to time with the Securities and Exchange
Commission.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibit:



Number                                     Exhibit

 2.1          Stock and Asset Purchase Agreement, dated as of August 30, 2020, by
            and among Grouper Holdings, LLC, Shiloh Industries, Inc., and each of
            Shiloh Industries, Inc.'s subsidiaries listed on the signature pages
            to the Stock and Asset Purchase Agreement.

10.1          Form of Retention Incentive Letter Agreements

104         Cover Page Interactive Data File - the cover page XBRL tags are
            embedded within the Inline XBRL document

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses