UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 1, 2021
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(Exact name of registrant as specified in charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer I.D. Number)
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,
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(Address of Principal Executive Offices)
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(Zip Code)
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(Registrant's telephone number; including area code)
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of exchange on which registered
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Section 1 - Registrant's Business and Operations
| Item 1.01 |
Entry into a Material Definitive Agreement
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Effective as of June 1, 2021, STRATTEC SECURITY CORPORATION (the "Company"), entered into a seventh amendment (the "STRATTEC Amendment") to its August 1, 2011 Credit Agreement, as previously amended by an
Amendment No. 1 dated December 27, 2013, an Amendment No. 2 dated June 25, 2015, an Amendment No. 3 dated June 24, 2016, an Amendment No. 4 dated June 26, 2017, an Amendment No. 5 dated September 28, 2018 and an Amendment No. 6 dated October 28,
2019 (collectively, the "Credit Agreement"), with BMO Harris Bank N.A., as lender. The STRATTEC Amendment extends the maturity date or term of the Credit Agreement for an additional two years until August 1, 2024 and makes certain other
changes described in the STRATTEC Amendment. The STRATTEC Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Additionally, effective as of June 1, 2021, ADAC-STRATTEC, LLC ("ADAC-STRATTEC"), a majority owned subsidiary of the Company, entered into an eighth amendment (the "ADAC-STRATTEC Amendment") to its June
28, 2012 Credit Agreement, as previously amended by an Amendment No. 1 dated January 22, 2014, an Amendment No. 2 dated June 25, 2015, an Amendment No. 3 dated April 27, 2016, an Amendment No. 4 dated June 26, 2017, an Amendment No. 5 dated March
27, 2018, an Amendment No. 6 dated December 30, 2018 and an Amendment No. 7 dated October 28, 2019 (collectively, the "ADAC-STRATTEC Credit Agreement"), with BMO Harris Bank N.A., as lender. The ADAC-STRATTEC Amendment extends the maturity
date or term of the ADAC-STRATTEC Credit Agreement for an additional two years until August 1, 2024 and makes certain other changes described in the ADAC-STRATTEC Amendment. The ADAC-STRATTEC Amendment is attached hereto as Exhibit 10.2 and is
incorporated herein by reference.
Section 2 - Financial Information
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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As described above under Item 1.01, on June 1, 2021, each of the Company and ADAC-STRATTEC entered into amendments to their respective credit agreements with BMO Harris Bank N.A. extending the term of each credit
facility for an additional two years until August 1, 2024 and making certain other changes thereto described in the STRATTEC Amendment or ADAC-STRATTEC Amendment, as applicable.
Section 9 - Financial Statements and Exhibits
| Item 9.01 |
Financial Statements and Exhibits
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| (d) |
Exhibits
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The following exhibits are filed herewith:
Exhibit 10.1 – Amendment No. 7 to STRATTEC Credit
Agreement, dated as of June 1, 2021, between STRATTEC SECURITY CORPORATION and BMO Harris Bank N.A., as lender.
Exhibit 10.2 – Amendment No. 8 to ADAC-STRATTEC Credit
Agreement, dated as of June 1, 2021, between ADAC-STRATTEC, LLC and BMO Harris Bank N.A., as lender.
Exhibit 104 – Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
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 thereunto duly authorized.
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STRATTEC SECURITY CORPORATION
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Date: June 2, 2021
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By:
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/s/ Patrick J. Hansen
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Patrick J. Hansen, Senior Vice President and
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Chief Financial Officer
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Exhibit 10.1
AMENDMENT NO. 7 TO CREDIT AGREEMENT
As of June 1, 2021
BMO Harris Bank N.A.
790 North Water Street
Milwaukee, Wisconsin 53202
Attention: Corporate Banking
Ladies and Gentlemen:
STRATTEC SECURITY CORPORATION, a Wisconsin corporation (the “Company”), hereby agrees with you as follows:
1. Definitions. Reference is made to that certain Credit Agreement dated as of August 1, 2011 (as amended, restated, amended and restated or otherwise modified, the “Credit
Agreement”) between the Company and BMO Harris Bank N.A. (the “Lender”). All capitalized terms used and not otherwise defined herein shall have the meanings given to such terms by the Credit Agreement as amended hereby.
2. Background. The Company has requested that the Lender agree to extend the term of the Credit Agreement to August 1, 2024 and make certain other changes to the Credit Agreement.
Subject to all of the terms and conditions hereof, the Lender and the Company have agreed to such amendments on the terms set forth below.
3. Amendments to Credit Agreement. Subject to all of the terms and conditions hereof, upon execution and delivery of this Amendment, the Credit Agreement shall be amended as of the
date first written above as follows:
a. All references to the Credit Agreement in the Credit Agreement, the Note and the Loan Documents shall refer to the Credit Agreement as amended hereby.
b. The definition of “LIBOR Margin” contained in Section 1.01 of the Credit Agreement is amended and restated in its entirety as follows:
““LIBOR Margin” means 1.25% per annum.”
c. The first sentence of Section 2.01 of the Credit Agreement is amended to change the date “August 1, 2022” to “August 1, 2024”.
d. The first sentence of Section 2.05 of the Credit Agreement is amended to change the figure “0.1%” to “0.15%”.
e. Section 7.01 of the Credit Agreement is amended and restated in its entirety as follows:
“Section 7.01 Financial Status.
The Company shall at all times maintain Consolidated Net Worth in an amount at least equal to the cumulative sum of (a) $125,000,000 plus (b) for each fiscal year beginning with
the fiscal year ending on June 27, 2021, 50% of the positive Consolidated Net Earnings of the Company for such fiscal year (without any deduction for net losses). Each annual adjustment of the Consolidated Net Worth requirement pursuant to clause
(b) above shall take effect upon the earlier of the delivery to the Lender of the Company’s audited financial statements for the fiscal year just ended or 90 days following the close of such fiscal year.”
4. Conditions. Notwithstanding any other provision of this Amendment, this Amendment shall not become effective unless and until:
a. It has been executed and delivered by all parties to the Credit Agreement as amended hereby;
b. The Lender shall have received a certificate as of a recent date of the good standing (or comparable standing) of the Company under the laws of its jurisdiction of
organization; and
c. The Company shall have delivered such other corporate documents as Lender or its counsel may reasonably request, in form and substance satisfactory to the Lender.
5. Representations and Warranties. The Company hereby repeats and reaffirms the representations and warranties set forth in Article V of the Credit Agreement, including without
limitation the representations and warranties set forth in Section 5.05 thereof which are made hereunder with respect to the most recent financial statements and related information provided pursuant to Section 7.06 of the Credit Agreement. The
Company also represents and warrants that (A) since June 30, 2020 there has been no material adverse change in the property, financial condition or business operations of the Company and its Subsidiaries, taken as a whole, and (B) the execution,
delivery and performance of this Amendment are within the corporate powers of the Company, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the shareholders of the Company;
(ii) violate any provision of the articles of incorporation or by-laws of the Company or of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Company or any
Subsidiary; (iii) require the consent or approval of, or filing or registration with, any governmental body, agency or authority; or (iv) result in any breach of or constitute a default under, or result in the imposition of any lien, charge or
encumbrance upon any property of the Company or any Subsidiary pursuant to any indenture or other agreement or instrument under which the Company or any Subsidiary is a party or by which it or its properties may be bound or affected. This
Amendment constitutes, and each of the documents required herein when executed and delivered hereunder will constitute, legal, valid and binding obligations of the Company or other signatory enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy or similar laws affecting the enforceability of creditors’ rights generally.
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6. Confirmation of Agreements. Except as expressly provided above, the Credit Agreement and the Loan Documents shall remain in full force and effect. This Amendment does not
constitute a waiver or amendment of any term, condition or covenant in the Credit Agreement other than as specifically set forth above. Nothing contained in this Amendment or in any other document, or any course of dealing with the Company, shall
be construed to imply that there is any agreement by the Lender to provide any waiver or agree to any amendment in the future. This Amendment shall not release, discharge or satisfy any present or future debts, obligations or liabilities to the
Lender of the Company or of any debtor, guarantor or other person or entity liable for payment or performance of any of such debts, obligations or liabilities of the Company, or any mortgage, security interest, lien or other collateral or security
for any of such debts, obligations or liabilities of the Company or such debtors, guarantors or other persons or entities, or waive any default except as expressly provided herein, and the Lender expressly reserves all of its rights and remedies
with respect to the Company and all such debtors, guarantors or other persons or entities, and all such mortgages, security interests, liens and other collateral and security. This is an amendment and not a novation. The Company acknowledges and
agrees that the obligations under the Credit Agreement and the Note exist and are owing with no offset, defense or counterclaim assertible by the Company and that the Credit Agreement, the Note and the Loan Documents are valid, binding and fully
enforceable according to their respective terms.
7. Miscellaneous. The Company shall be responsible for the payment of all fees and out-of-pocket disbursements incurred by the Lender in connection with the preparation, execution,
delivery, administration and enforcement of this Amendment including all costs of collection, and including without limitation the reasonable fees and disbursements of counsel for the Lender, whether or not any transaction contemplated by this
Amendment is consummated. The provisions of this Amendment shall inure to the benefit of any holder of the Note, and shall inure to the benefit of and be binding upon any successor to any of the parties hereto. All agreements, representations and
warranties made herein shall survive the execution of this Amendment and the making of the loans under the Credit Agreement, as so amended. This Amendment shall be governed by and construed in accordance with the internal laws of the State of
Wisconsin. This Amendment may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment is solely for the benefit of the parties hereto and their permitted
successors and assigns. No other person or entity shall have any rights under, or because of the existence of, this Amendment.
[Remainder of this page is intentionally left blank; signature page follows.]
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If the foregoing is satisfactory to you, please sign the form of acceptance below and return a signed counterpart hereof to the Company.
| Very truly yours, |
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STRATTEC SECURITY CORPORATION
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| (CORPORATE SEAL) | By: | |
/s/ Frank J. Krejci |
| Name: | Frank J. Krejci | |
| Title: | President and Chief Executive Officer | |
| And by: | |
/s/ Patrick J. Hansen |
| Name: | Patrick J. Hansen | |
| Title: |
Senior Vice President, Chief Financial
Officer and Secretary
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Agreed to as of the date first above written.
| BMO HARRIS BANK N.A. |
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| By: | /s/ Mark Czarnecki | ||
| Name: |
Mark Czarnecki | |
| Title: |
Senior Vice President |
[Signature page to Strattec Security Corporation
Amendment No. 7 to Credit Agreement]
Exhibit 10.2
AMENDMENT NO. 8 TO CREDIT AGREEMENT
As of June 1, 2021
BMO Harris Bank N.A.
790 North Water Street
Milwaukee, Wisconsin 53202
Attention: Corporate Banking
Ladies and Gentlemen:
ADAC-STRATTEC, LLC, a Delaware limited liability company (the “Company”), hereby agrees with you as follows:
1. Definitions. Reference is made to that certain Credit Agreement dated as of June 28, 2012 (as amended, restated, amended and restated or otherwise modified, the “Credit
Agreement”) between the Company and BMO Harris Bank N.A. (the “Lender”). All capitalized terms used and not otherwise defined herein shall have the meanings given to such terms by the Credit Agreement as amended hereby.
2. Background. The Company has requested that the Lender agree to extend the term of the Credit Agreement to August 1, 2024 and make certain other changes to the Credit Agreement.
Subject to all of the terms and conditions hereof, the Lender and the Company have agreed to such amendments on the terms set forth below.
3. Amendments to Credit Agreement. Subject to all of the terms and conditions hereof, upon execution and delivery of this Amendment, the Credit Agreement shall be amended as of the
date first written above as follows:
a. All references to the Credit Agreement in the Credit Agreement, the Note and the Loan Documents shall refer to the Credit Agreement as amended hereby.
b. The first sentence of Section 2.01 of the Credit Agreement is amended to change the date “August 1, 2022” to “August 1, 2024”.
c. The first sentence of Section 2.05 of the Credit Agreement is amended to change the figure “0.1%” to “0.15%”.
d. Section 7.01(a) of the Credit Agreement is amended and restated in its entirety as follows:
“(a) Tangible Net Worth. The Company shall maintain Tangible Net Worth as of the end of each fiscal quarter in an amount at least equal to $32,000,000.”
4. Conditions. Notwithstanding any other provision of this Amendment, this Amendment shall not become effective unless and until:
a. It has been executed and delivered by all parties to the Credit Agreement as amended hereby, and acknowledged and agreed to by STRATTEC SECURITY CORPORATION, a
Wisconsin corporation (the “Guarantor”);
b. The Lender shall have received a certificate as of a recent date of the good standing (or comparable standing) of the Company under the laws of its jurisdiction of
organization; and
c. The Company and the Guarantor shall have delivered such other corporate documents as Lender or its counsel may reasonably request, in form and substance satisfactory
to the Lender.
5. Representations and Warranties. The Company hereby repeats and reaffirms the representations and warranties set forth in Article V of the Credit Agreement, including without
limitation the representations and warranties set forth in Section 5.05 thereof which are made hereunder with respect to the most recent financial statements and related information provided pursuant to Section 7.06 of the Credit Agreement. The
Company also represents and warrants that (A) since June 30, 2020 there has been no material adverse change in the property, financial condition or business operations of the Company and its Subsidiaries, taken as a whole, and (B) the execution,
delivery and performance of this Amendment are within the limited liability company powers of the Company, have been duly authorized by all necessary limited liability company action and do not and will not (i) require any consent or approval of
the stockholders or members of the Company; (ii) violate any provision of the certificate of formation or limited liability company operating agreement of the Company or of any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability to the Company or any Subsidiary; (iii) require the consent or approval of, or filing or registration with, any governmental body, agency or authority; or (iv) result in any breach of
or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property of the Company or any Subsidiary pursuant to any indenture or other agreement or instrument under which the Company or any Subsidiary is
a party or by which it or its properties may be bound or affected. This Amendment constitutes, and each of the documents required herein when executed and delivered hereunder will constitute, legal, valid and binding obligations of the Company or
other signatory enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy or similar laws affecting the enforceability of creditors’ rights generally.
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6. Confirmation of Agreements. Except as expressly provided above, the Credit Agreement and the Loan Documents shall remain in full force and effect. This Amendment does not
constitute a waiver or amendment of any term, condition or covenant in the Credit Agreement other than as specifically set forth above. Nothing contained in this Amendment or in any other document, or any course of dealing with the Company, shall
be construed to imply that there is any agreement by the Lender to provide any waiver or agree to any amendment in the future. This Amendment shall not release, discharge or satisfy any present or future debts, obligations or liabilities to the
Lender of the Company or of any debtor, guarantor or other person or entity liable for payment or performance of any of such debts, obligations or liabilities of the Company, or any mortgage, security interest, lien or other collateral or security
for any of such debts, obligations or liabilities of the Company or such debtors, guarantors or other persons or entities, or waive any default except as expressly provided herein, and the Lender expressly reserves all of its rights and remedies
with respect to the Company and all such debtors, guarantors or other persons or entities, and all such mortgages, security interests, liens and other collateral and security. This is an amendment and not a novation. The Company acknowledges and
agrees that the obligations under the Credit Agreement and the Note exist and are owing with no offset, defense or counterclaim assertible by the Company and that the Credit Agreement, the Note and the Loan Documents are valid, binding and fully
enforceable according to their respective terms.
7. Miscellaneous. The Company shall be responsible for the payment of all fees and out-of-pocket disbursements incurred by the Lender in connection with the preparation, execution,
delivery, administration and enforcement of this Amendment including all costs of collection, and including without limitation the reasonable fees and disbursements of counsel for the Lender, whether or not any transaction contemplated by this
Amendment is consummated. The provisions of this Amendment shall inure to the benefit of any holder of the Note, and shall inure to the benefit of and be binding upon any successor to any of the parties hereto. All agreements, representations and
warranties made herein shall survive the execution of this Amendment and the making of the loans under the Credit Agreement, as so amended. This Amendment shall be governed by and construed in accordance with the internal laws of the State of
Wisconsin. This Amendment may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment is solely for the benefit of the parties hereto and their permitted
successors and assigns. No other person or entity shall have any rights under, or because of the existence of, this Amendment.
[Remainder of this page is intentionally left blank; signature page follows.]
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If the foregoing is satisfactory to you, please sign the form of acceptance below and return a signed counterpart hereof to the Company.
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Very truly yours,
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ADAC-STRATTEC, LLC
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(SEAL)
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By: |
/s/ Patrick J. Hansen
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| Name: |
Patrick J. Hansen | |
| Title: |
Executive Manager |
[Signature page to ADAC-Strattec, LLC
Amendment No. 8 to Credit Agreement]
Agreed to as of the date first above written.
| BMO HARRIS BANK N.A. |
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| By: | /s/ Mark Czarnecki | ||
| Name: |
Mark Czarnecki | |
| Title: |
Senior Vice President |
[Signature page to ADAC-Strattec, LLC
Amendment No. 8 to Credit Agreement]
ACKNOWLEDGEMENT AND CONSENT OF GUARANTOR
The undersigned Guarantor hereby consents to the foregoing Amendment No. 8 to Credit Agreement and agrees that its Corporate Guarantee Agreement dated as of June 28, 2012, and all collateral or
security therefor, if any, shall remain in full force and effect after giving effect to the foregoing Amendment.
Dated as of the date first above written.
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STRATTEC SECURITY CORPORATION
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| By: | |
/s/ Frank J. Krejci | |
| Name: | Frank J. Krejci | |
| Title: | President and Chief Executive Officer | |
| And by: | |
/s/ Patrick J. Hansen |
| Name: | Patrick J. Hansen | |
| Title: |
Senior Vice President, Chief Financial
Officer and Secretary
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