false 0001703956 0001703956 2023-06-01 2023-06-01

 

 

Washington, D.C. 20549  

 

 

 

 

The Securities Exchange Act of 1934 

 

 

 

 

 

 

 

Thornton, Colorado 80229

(Address of principal executive offices) (Zip Code)

 

(303) 289-7497

(Registrant’s telephone number, including area code)  

 

N/A
(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

    

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

On June 1, 2023 (the "Closing Date"), the Issuer, together with Brundage-Bone Concrete Pumping, Inc., Eco-Pan, Inc., Capital Pumping LP (collectively, the “US ABL Borrowers”) and Camfaud Concrete Pumps Limited and Premier Concrete Pumping Limited (together, the “UK ABL Borrowers” and together with the US ABL Borrower, collectively, the “ABL Borrowers”), Industrea Acquisition Corp., the Company, Intermediate Holdings and Concrete Pumping Intermediate Holdings, LLC entered into a third amendment to their existing asset-based revolving credit agreement (the “ABL Credit Agreement”), with Wells Fargo Bank, National Association, as administrative agent (“Agent”), Wells Fargo Capital Finance (UK) Limited, as UK security agent (“UK Security Agent”), the other loan parties from time to time party thereto and the lenders and issuing banks from time to time party thereto, to, among other changes, increase the maximum revolver borrowing amount for the five-year senior secured asset-based revolving credit facility (the “ABL Facility”) from $160.0 million to $225.0 million (the “Maximum Revolver Amount”) and increase the letter of credit sublimit from $10.5 million to $22.5 million. The ABL Credit Agreement also provides for an uncommitted accordion feature under which the ABL Borrowers can increase the ABL Facility by up to an additional $75.0 million.

 

Borrowings and repayments under the ABL Facility may occur from time to time in the Company’s ordinary course of business prior to the maturity date, which is the earlier of (a) June 1, 2028 and (b) the date that is 180 days prior to (i) the final stated maturity date of the Notes or (ii) the date the Notes become due and payable. The availability of borrowings under the ABL Facility is limited by a borrowing base comprised of (i) 85% of eligible accounts receivable plus (ii) the lower of 35% of the cost and 85% of the net orderly liquidation value of eligible inventory (with a cap of $2.5 million for each of the US ABL Borrowers and the UK ABL Borrowers) plus (iii) the lower of 85% of the net orderly liquidation value and 100% of the net book value of eligible appraised rolling stock and other eligible appraised equipment plus (iv) the lower of 80% of the cost of eligible rolling stock which has not been appraised and $30.0 million less (v) applicable reserves.

 

Borrowings under the ABL Credit Agreement bear interest at the rate equal to: (1) as related to SOFR rate loans, the SOFR rate (subject to a 0.00% floor), plus an applicable margin equal to 2.25% per annum, which will stepdown to 2.00% per annum if the quarterly average excess availability is greater than or equal to 50% of the Maximum Revolver Amount, (2) as related to SONIA rate loans, the SONIA rate (subject to a 0.00% floor), plus an applicable margin equal to 2.28% per annum, which will stepdown to 2.03% per annum if the quarterly average excess availability is greater than or equal to 50% of the Maximum Revolver Amount, or (3) as related to all other loans, the base rate (subject to a 0.00% floor), plus an applicable margin equal to 1.00% per annum, which will stepdown to 0.75% per annum if the quarterly average excess availability is greater than or equal to 50% of the Maximum Revolver Amount.  The Company may voluntarily prepay all or any part of the ABL Facility without premium or penalty, subject to concurrent payments of any applicable breakage costs.

 

The portion of the ABL Facility made available to the US ABL Borrowers is guaranteed on a senior secured basis by each of the Company’s wholly-owned domestic subsidiaries (the “US ABL Guarantors”), and is secured by a first-priority perfected security interest in substantially all the assets of the US ABL Borrowers and the US ABL Guarantors, subject to certain exceptions. The portion of the ABL Facility made available to the UK ABL Borrowers is guaranteed on a senior secured basis by each of the Company’s wholly-owned UK subsidiaries (together with the US ABL Guarantors, collectively, the “ABL Guarantors”), subject to certain exceptions, and by each of the US Borrowers and the US ABL Guarantors, and is secured by a first priority perfected security interest in substantially all assets of the UK ABL Borrowers, the US ABL Borrowers and the ABL Guarantors.  The ABL Facility and the guarantees thereunder will be the ABL Borrowers’ and the ABL Guarantors’ senior secured obligations, will rank equally with all of the ABL Borrowers’ and the ABL Guarantors’ existing and future senior indebtedness and will rank senior to all of the ABL Borrowers’ and the ABL Guarantors’ existing and future subordinated indebtedness. 

 

The ABL Credit Agreement contains customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, dividends and other distributions, and a springing financial covenant pursuant to which the Company and its restricted subsidiaries shall be required to maintain a fixed charge coverage ratio of at least 1.00:1.00 during any “Compliance Period” that occurs once certain triggers are met. In addition, the ABL Credit Agreement contains certain customary events of default including, but not limited to, failure to pay interest, principal and fees or other amounts when due, material misrepresentations or misstatements in any representation or warranty, any violation of any affirmative or negative covenants, certain cross defaults to other material indebtedness, certain judgment defaults and events of bankruptcy.

 

 

 

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

 

 

On June 5, 2023, the Company issued a press release announcing the closing of the entry into the Third Amendment to the ABL Credit Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information furnished pursuant to Item 7.01, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

 

 

           

The following exhibits are being filed herewith:

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.