Item 1.01 Entry into a Material Definitive Agreement
On
The Notes will be senior unsecured debt obligations of the Company, guaranteed
by the Guarantors, and will be issued pursuant to an indenture, among the
Company, the
The description of the Purchase Agreement in this Form 8-K is a summary of, and is qualified in its entirety by, the terms of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01. Other Events.
On
The Notes have not been and will not be registered under the Securities Act or
the securities laws of any other jurisdiction and may not be offered or sold in
Forward-Looking Statements
This Current Report on Form 8-K, including Exhibit 99.1, ("Current Report") contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements convey the Company's current expectations or forecasts of future events. All statements contained in this Current Report other than statements of historical fact are forward-looking statements. These forward-looking statements include, among other things, all statements regarding the Notes offering. These and the Company's other forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Without limitation, these risks and uncertainties include a continued or prolonged shutdown or reduction of our operations, substantially reduced customer orders or sales volumes and supply disruptions due to the coronavirus (COVID-19) outbreak, the continued integration of Supreme into the Company's business, adverse reactions to the transaction by customers, suppliers or strategic partners, uncertain economic conditions including the possibility that customer demand may not meet our expectations, increased competition, reliance on certain customers and corporate partnerships, risks of customer pick-up delays, shortages and costs of raw materials including the impact of tariffs or other international trade developments, risks in implementing and sustaining improvements in the Company's manufacturing operations and cost containment, dependence on industry trends and timing, supplier constraints, labor costs and availability, customer acceptance of and reactions to pricing changes and costs of indebtedness. Readers should review and consider the various disclosures made by the Company in this Current Report and in the Company's reports to its stockholders and periodic reports on Forms 10-K and 10-Q.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Purchase Agreement datedSeptember 22, 2021 , amongMorgan Stanley & Co. LLC , as representative of the other initial purchasers named therein,Wabash National Corporation and the subsidiary guarantors. 99.1 Press Release ofWabash National Corporation , datedSeptember 22, 2021 , announcing Pricing of Private Placement Notes Offering. 104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).
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