Item 1.01 Entry into a Material Definitive Agreement.
On June 15, 2023, SigmaTron International, Inc., a Delaware corporation (the
"Company") entered into (i) Amendment No. 2 to the Credit Agreement (the "JPM
Amendment No. 2") by and among the Company and JPMorgan Chase Bank, N.A., as
lender ("JPM"), with respect to that certain Amended and Restated Credit
Agreement dated as of July 18, 2022 (as amended, restated, supplemented or
otherwise modified from time to time, the "JPM Credit Agreement") by and among
the Company, the other loan party thereto, and JPM and (ii) Amendment No. 2 to
the Credit Agreement ("TCW Amendment No. 2") by and among the Company, the
financial institutions identified therein (the "TCW Lenders") and TCW Asset
Management Company LLC as administrative agent for the TCW Lenders (in such
capacity, the "Agent" and collectively with the TCW Lenders and JPM, the "Lender
Parties") with respect to that certain Credit Agreement date as of July 18, 2022
(as amended, restated, supplemented or otherwise modified from time to time, the
"TCW Credit Agreement" and together with the JPM Credit Agreement the "Credit
Agreements") by and among the Company, Wagz, Inc., the TCW Lenders and Agent.
The JPM Amendment No. 2 and TCW Amendment No. 2 (together, the "Amendments")
amend the Credit Agreements to delay the date, from June 1, 2023 to August 1,
2023, after which the Agent may request that the Company effect a corporate
restructuring that would create a new holding company structure to own all of
the Company's stock through a merger pursuant to Section 251(g) of the General
Corporation Law of the State of Delaware, after which the holding company would
continue as the public company, become a guarantor under the Credit Agreements
and pledge to the Lender Parties all of the equity of the Company. All other
material terms of the Credit Agreements, as amended by the Amendments, remain
unchanged. A description of the material terms and conditions of the Credit
Agreements was previously disclosed by the Company in its Annual Report on Form
10-K for the fiscal year ended April 30, 2022, filed on July 27, 2022, Current
Report on Form 8-K filed on May 4, 2023, and in subsequent Quarterly Reports on
Form 10-Q and is incorporated herein by reference. Copies of the JPM Amendment
No. 2 and the TCW Amendment No. 2 are filed herewith as Exhibits 10.1 and 10.2,
respectively, 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 under Item 1.01 is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
Exhibit 10.1 Amendment No. 2 to the Credit Agreement dated May 31, 2023, by
and among SigmaTron International, Inc. and JPMorgan Chase Bank,
N.A.
Exhibit 10.2 Amendment No. 2 to the Credit Agreement dated May 31, 2023, by
and among SigmaTron International, Inc., TCW Asset Management
Company LLC, as Administrative Agent, and the Lenders parties
thereto.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses