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VALMONT INDUSTRIES, INC.

(VMI)
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VALMONT INDUSTRIES INC : Entry into a Material Definitive Agreement, 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)

10/19/2021 | 04:40pm EST

Item 1.01. Entry into a Material Definitive Agreement.


On October 18, 2021, Valmont Industries, Inc. (the "Company") and its
wholly-owned subsidiaries Valmont Industries Holland B.V. and Valmont Group Pty.
Ltd., as Borrowers, entered into a Second Amended and Restated Credit Agreement
with JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders
party thereto (the "Restated Credit Agreement"). The Restated Credit Agreement
amends and restates the First Amended and Restated Credit Agreement dated as of
October 18, 2017 among the Borrowers, the Administrative Agent and the other
lenders party thereto (as amended, the "Original Credit Agreement").

The Amendments

The amendments to the Original Credit Agreement, which are adopted in the Restated Credit Agreement, include:

a.an increase in the commitments under the credit facility from $600 million to $800 million;

b.an increase in the accordion under the credit facility from $200 million to $300 million;

c.an extension of the maturity date of the credit facility from October 18, 2022 to October 18, 2026;

d.replacement of LIBOR as the benchmark interest rate with SOFR (as discussed further below);


e.the addition of sustainability pricing adjustments to interest rates and
commitment fees based on certain key performance indicators (KPIs). The KPIs are
carbon intensity (ratio of Metric tons of CO2 per one million dollars of revenue
for each fiscal year) and electricity usage (ratio of Megawatt Hours per one
million dollars of revenue for each fiscal year), and the Company's performance
against certain targets could result in (a) a two and one-half basis point
reduction, no change or a two and one-half basis point increase in interest
rates per KPI and (b) a one-half basis point reduction, no change or a one-half
basis point increase in commitment fees per KPI;

f.a modification of the definition of "EBITDA" to add-back any non-cash stock
based compensation in any trailing twelve month period (the term "EBITDA" is
used in the computation of Leverage Ratio (Total Indebtedness / EBITDA) under
the Restated Credit Agreement);

g.a modification of the Leverage Ratio to deduct unrestricted cash in excess of $50 million (but not exceeding $500 million) from Total Indebtedness;

h.removal of the Interest Coverage Ratio (EBITDA / Interest Expense); and

i.updating the Restated Credit Agreement with certain market provisions.

The Restated Credit Agreement


The Restated Credit Agreement provides for an $800 million committed unsecured
revolving credit facility, up to $400 million of which will be available for
borrowings in foreign currencies. The Company may increase the credit facility
by up to an additional $300 million at any time, subject to lenders increasing
the amount of their commitments. The obligations arising under the Restated
Credit Agreement are guaranteed by the Company and its wholly-owned subsidiaries
Valmont Telecommunications, Inc. (f/k/a PiRod, Inc.), Valmont Coatings, Inc.,
Valmont Newmark, Inc. and Valmont Queensland Pty. Ltd.

Borrowings under the Restated Credit Agreement will bear interest, payable quarterly, monthly or at the end of any interest period (depending on the type of borrowing), at the Company's option, at either:

a.term SOFR (based on 1, 3 or 6 month interest periods, as selected by the Company) plus a 10 basis point adjustment plus a spread of 100 to 162.5 basis points, depending on the credit rating of the Company's senior, unsecured, long-term debt;


b.the higher of (i) the prime lending rate, (ii) an overnight bank rate plus 50
basis points and (ii) term SOFR (based on a 1 month interest period) plus a 110
basis point adjustment plus, in each case, a spread of 0 to 62.5 basis points,
depending on the credit rating of the Company's senior, unsecured, long-term
debt; or


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c.daily simple SOFR plus a 10 basis point adjustment plus a spread of 100 to 162.5 basis points, depending on the credit rating of the Company's senior, unsecured, long-term debt.


A commitment fee, payable quarterly, is also required under the Restated Credit
Agreement which accrues at 10 to 25 basis points, depending on the credit rating
of the Company's senior, unsecured, long-term debt, on the average daily unused
portion of the commitments under the Restated Credit Agreement.

Following the removal of the Interest Coverage Ratio (as discussed above), the
only financial covenant within the Restated Credit Agreement is a Leverage
Ratio. The Restated Credit Agreement requires maintenance of a Leverage Ratio,
measured as of the last day of each fiscal quarter of the Company, of 3.50:1 or
less. The Leverage Ratio is permitted to increase from 3.50:1 to 3:75:1 for the
four consecutive fiscal quarters after certain material acquisitions.

The Restated Credit Agreement also contains customary affirmative and negative
covenants for credit facilities of this type, including, among others,
limitations on the Company and its subsidiaries with respect to indebtedness,
liens, mergers and acquisitions, investments, dispositions of assets, restricted
payments, transactions with affiliates and prepayments of indebtedness. The
Restated Credit Agreement also provides for acceleration of the obligations
thereunder and exercise of other enforcement remedies upon the occurrence of
customary events of default (subject to customary grace periods, as applicable).

In connection with the Restated Credit Agreement, (a) Bank of America, N.A.,
Citibank, N.A., Wells Fargo Bank, N.A. and U.S. Bank National Association acted
as Syndication Agents, (b) JPMorgan Chase Bank, N.A., BOFA Securities, Inc.,
Citibank, N.A., U.S. Bank National Association and Wells Fargo Securities, LLC
acted as Joint Bookrunners and Joint Lead Arrangers, (c) Australia and New
Zealand Banking Group Limited acted as Co-Documentation Agent and (d) J.P.
Morgan Securities LLC acted as Sustainability Structuring Agent.

Some of the lenders in the Restated Credit Agreement and / or their affiliates
have other business relationships with the Company involving the provision of
financial and bank-related services, including cash management services and
letters of credit, and have participated in the Company's prior credit
agreements and sales of debt.

Certain of the terms used herein (including Leverage Ratio, Total Indebtedness and EBITDA) have the specific meanings given to them in the Restated Credit Agreement.

The foregoing description of the Restated Credit Agreement is qualified in its entirety by reference to the Restated Credit Agreement, which is filed as Exhibit 10.1 hereto 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 reported under Item 1.01 above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
     Exhibit No.            Description
        10.1                Second Amended and Restated Credit Agreement, dated as of October 18,
                            2021, among the Company, Valmont Industries Holland B.V. and Valmont
                            Group Pty. Ltd., as Borrowers, JPMorgan Chase Bank, N.A., as
                            Administrative Agent, and the other lenders party thereto.
         104                Cover Page Interactive File (the cover page

XBRL tags are embedded in the

                            Inline XBRL document).



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