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SHLO > SEC Filings for SHLO > Form 8-K on 2-Jul-2014All Recent SEC Filings

Show all filings for SHILOH INDUSTRIES INC

Form 8-K for SHILOH INDUSTRIES INC


2-Jul-2014

Entry into a Material Definitive Agreement, Completion of Acquisition or Di


Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Credit Agreement

Shiloh Industries, Inc., a Delaware corporation (the "Company"), SHILOH HOLDINGS NETHERLANDS B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands (the "Dutch Borrower" and together with the Company, each a "Borrower" and collectively, the "Borrowers") entered into a Second Amendment Agreement (the "Second Amendment"), dated as of June 26, 2014 with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities, LLC as Joint Lead Arrangers and Joint Book Managers, The PrivateBank and Trust Company, Compass Bank and RBS Citizens, N.A., as Co-Documentation Agents, and the other lender parties thereto. The Second Amendment amends the Credit Agreement entered into among the same parties on October 25, 2013 and amended on December 30, 2013 (the "Existing Credit Agreement").

The Second Amendment adds the Dutch Borrower as a borrower of the Existing Credit Agreement.

The foregoing is a summary of the material terms and conditions of the Second Amendment and not a complete description of the Second Amendment. Accordingly, the foregoing is qualified in its entirety by reference to the Second Amendment, attached hereto as Exhibit 10.1, and incorporated herein by reference.



Item 2.01. Completion of Acquisition or Disposition of Assets.

Share Sale and Purchase Agreement

On June 30, 2014, the Company, through a wholly-owned subsidiary, consummated the transactions contemplated by the Share Sale and Purchase Agreement, dated May 21, 2014 (the "Purchase Agreement"), among the subsidiary and Finnveden AB, a company limited by shares incorporated in Sweden, Shiloh Holdings Sweden AB, company limited by shares incorporated in Sweden, and Finnveden Bulten AV, a company limited by shares incorporated in Sweden, a producer of components and products of steel and magnesium primarily for the motor vehicle industry. The final purchase price for the share sale was $55.8 million, plus the payment of certain debt of Finnveden Metal Structures AB of approximately $16.6 million.



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

The description of the Second Amendment set forth under Item 1.01 is incorporated into this Item 2.03 by reference.



Item 9.01. Financial Statements and Exhibits.

(a) Financial Statement of Business Acquired

The financial statements required by Item 9.01(a) of Form 8-K, with respect to the acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.

(b) Pro Forma Financial Information

The pro forma financial information required by Item 9.01(b) of Form 8-K, with respect to the acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.


(c) Exhibits

10.1   Second Amendment to the Credit Agreement, dated December 30, 2013, among
       Shiloh Industries, Inc., Bank of America, N.A., as Administrative Agent,
       Swing Line Lender and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith
       Incorporated and J.P. Morgan Securities, LLC as Joint Lead Arrangers and
       Joint Book Managers, The PrivateBank and Trust Company, Compass Bank and
       RBS Citizens, N.A., as Co-Documentation Agents, and the other lender
       parties thereto.



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