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LMIA > SEC Filings for LMIA > Form 8-K on 20-Jun-2014All Recent SEC Filings

Show all filings for LMI AEROSPACE INC

Form 8-K for LMI AEROSPACE INC


20-Jun-2014

Entry into a Material Definitive Agreement, Termination of a Material Definitiv


Item 1.01. Entry Into a Material Definitive Agreement.

On June 19, 2014, LMI Aerospace, Inc. (the "Company") and its subsidiaries entered into a number of material definitive agreements in connection with the closing of the Company's previously announced offering (the "Offering") of $250 million in aggregate principal amount of 7.375% second-priority senior secured notes due 2019 (the "Notes"). The Offering was conducted as a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Company applied the Offering net proceeds of approximately $243.4 million, together with approximately $11.5 million in borrowings under its new senior secured asset-based revolving credit facility (the "New Revolver"), to repay the full principal amounts outstanding under the Company's Existing Credit Facility (as defined below) and to pay related fees and expenses.

Senior Secured Notes Indenture

On June 19, 2014, the Company issued and sold the Notes, which were priced at par value. Interest on the Notes accrues at the rate of 7.375% per annum and is payable semi-annually in cash in arrears on January 15 and July 15 of each year, beginning on January 15, 2015. The Notes were issued pursuant to an indenture, dated as of June 19, 2014 (the "Indenture"), by and among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (in such capacity, the "Indenture Trustee") and as collateral agent (in such capacity, the "Collateral Agent").

The Notes and related guarantees are senior obligations of, respectively, the Company and its existing and future wholly-owned subsidiaries (collectively, the "Guarantors") and rank equally in right of payment with all of the Company's and Guarantors' existing and future senior indebtedness, including indebtedness under the New Revolver. The Notes are (i) secured on a second-priority basis by liens on substantially all of the properties and assets of the Company and existing and future domestic Guarantors and (ii) fully and unconditionally guaranteed, jointly and severally, on a second-priority senior secured basis by the Company's existing and future Guarantors. Pursuant to the Intercreditor Agreement (as defined and further discussed below), the liens securing the Notes and related guarantees are subordinated to the liens on the properties and assets of the Company and Guarantors that secure indebtedness under the New Revolver to the extent of the value of the collateral securing indebtedness under the New Revolver. In addition, the Notes and related guarantees are effectively subordinated to certain of the Company's other existing indebtedness, including industrial revenue bonds, capital leases and other notes payable, to the extent of the value of the collateral that secures such existing indebtedness.

The Notes will mature on July 15, 2019. Prior to January 15, 2017, the Company may redeem up to 35% of the aggregate principal amount of the Notes at a redemption price of 107.375% of the principal amount of the Notes redeemed, with the net cash proceeds of certain equity offerings (in each case, within 120 days of the closing date of any such offerings), so long as at least 65% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption. During any twelve-month period prior to January 15, 2017, the Company may also redeem up to 10% of the original principal amount of the Notes during each twelve-month period at a redemption price of 103% of the principal amount of the Notes redeemed. At any time prior to January 15, 2017, the Company may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus a "make-whole" premium. On or after January 15, 2017, the Company may redeem some or all of the Notes at the applicable redemption price as set forth in the Indenture. If the Company undergoes a change of control (as defined in the Indenture), it will be required to offer to purchase Notes from holders at 101% of their principal amount. These restrictions and prohibitions are subject to certain qualifications and exceptions. Accrued and unpaid interest to the date of redemption or purchase on the Notes would also be payable in each of the foregoing events of redemption or purchase. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

The Company and its restricted subsidiaries will not be permitted to sell their assets unless the Company or its restricted subsidiary, as the case may be, . . .



Item 1.02 Termination of a Material Definitive Agreement.

Concurrent with the completion of the Offering and the entering into of the Credit Agreement, the Company's credit facility dated as of December 28, 2012, as amended on February 5, 2013 and August 22, 2013, by and among itself, certain of the Company's subsidiaries, the lenders party thereto, Royal Bank of Canada, as Administrative Agent, and Wells Fargo Bank, National Association, as Syndication Agent (the "Existing Credit Facility"), was paid in full and terminated by the parties thereto. Certain of the affiliates of Royal Bank of Canada and Wells Fargo Bank, National Association have provided investment banking services to the Company and received customary fees and expenses for those services.




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

Upon the closing of the sale of the Notes, the Company became obligated as issuer of $250 million in aggregate principal amount of senior secured indebtedness under the Notes. The Indenture Trustee or holders of at least 25% in aggregate principal amount of the outstanding Notes can declare 100% of the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable immediately if specified events of default occur and are continuing. Events of default include, with certain specified exceptions and qualifications, the following events: the failure to pay the principal of any Note when due and payable at its stated maturity or upon acceleration, redemption or otherwise; the failure to make payment of interest for 30 days on any Note when due and payable; failure to comply with the provisions of covenants limiting the ability of the Company and its restricted subsidiaries to make restricted payments, sell assets, incur additional indebtedness, issue certain types of stock, or engage in a merger, sale or consolidation; a default in the performance of or breaches of other provisions of the Indenture or any collateral agreement or under the Notes; a default on certain other outstanding indebtedness or a failure to discharge certain judgments; the failure of certain subsidiary guarantees to be in full force and effect or the denial by a Guarantor of its obligations under its guarantee; certain events of bankruptcy, insolvency or reorganization relating to the Company or any significant subsidiary; and the failure of any agreement with respect to the assets securing the Notes as collateral to be in full force and effect with respect to a material portion of the collateral, or to give the Collateral Agent the liens, rights, powers and privileges in any material portion of the collateral. Upon the occurrence of any of the foregoing events of bankruptcy, insolvency or reorganization, payment under the Notes will become immediately due and payable without any act on the part of the Indenture Trustee or any holder of the Notes. The disclosures above under Item 1.01 of this Report are also responsive to this Item 2.03 and are hereby incorporated by reference into this Item 2.03.



Item 3.03 Material Modifications to Rights of Security Holders.

Pursuant to the terms of the Indenture and the Credit Agreement, the Company is subject to certain restrictions on its ability to declare or pay any dividend or make any other payments or distributions on account of any capital stock of the Company and its restricted subsidiaries. The disclosures above under Item 1.01 of this Report regarding such restrictions are also responsive to this Item 3.03 and are hereby incorporated by reference into this Item 3.03.



Item 8.01 Other Events.

On June 19, 2014, the Company issued a press release announcing the completion of the Offering (the "Closing Press Release"). A copy of the Closing Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See the Exhibit Index which is hereby incorporated by reference.


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