UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 17, 2023 |
HELIOS TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in Its Charter)
Florida |
0-21835 |
59-2754337 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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7456 16th St E |
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Sarasota, Florida |
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34243 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 941 362-1200 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common Stock $.001 Par Value |
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HLIO |
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New York Stock Exchange |
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. ☐
Item 1.01 Entry Into a Material Definitive Agreement.
On May 17, 2023, Helios Technologies, Inc., a Florida corporation (“Helios” or the “Company”), and certain of its guarantor subsidiaries entered into an Incremental Facility Amendment with PNC Bank, National Association (“PNC Bank”), as administrative agent, and the various lenders party thereto (the “Incremental Facility Amendment”). The Incremental Facility Amendment amends the Second Amended and Restated Credit Agreement, dated October 28, 2020, by and among the Company, the guarantor subsidiaries party thereto, the financial institutions party thereto from time to time as lenders, and PNC Bank, National Association, as administrative agent (the “Credit Agreement” and, together with the Incremental Facility Amendment, the “Amended Credit Agreement”).
Pursuant to the Incremental Facility Amendment, the Company incurred a new senior secured term loan A-2 (the “Term Loan A-2”) in an aggregate principal amount of $150.0 million. The issue price of the Term Loan A-2 is equal to 100% of the aggregate principal amount thereof. The Term Loan A-2 will bear interest at a rate based on either (i) the secured overnight financing rate (“SOFR”) (subject to a 0% floor) for the applicable interest period plus a 0.10% SOFR adjustment plus an applicable margin ranging between 1.50% and 2.75%, depending on the Company’s leverage ratio or (ii) a variable rate equal to the highest of (x) the overnight bank funding rate plus 0.5%, (y) the prime rate, and (z) daily simple SOFR plus a 0.10% SOFR adjustment plus 1.00%, plus an applicable margin ranging between 0.50% and 1.75%, depending on the Company’s leverage ratio. The Term Loan A-2 will be guaranteed by each of the Company’s domestic subsidiaries. The Term Loan A-2 is secured by substantially all of the assets of the Company and the guarantors, on a pari passu basis with the other facilities under the Amended Credit Agreement. The Term Loan A-2 matures on October 28, 2025 and is not subject to any mandatory amortization prior to such maturity date.
The net proceeds from the Term Loan A-2, together with cash on hand, are expected to be used to repay outstanding amounts under the Company’s revolving credit facility. Under Amended Credit Agreement, the Company’s ability to increase the revolver or incur additional term loans under the incremental facility will remain at $300 million after giving effect to borrowings under the Term Loan A-2.
All capitalized terms used in this Item 1.01 but not otherwise defined shall have the meanings ascribed to them in the Incremental Facility Amendment. The foregoing description of the Incremental Facility Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Incremental Facility Amendment, which is attached as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On May 17, 2023, the Company issued a press release in connection with Incremental Facility Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release dated May 17, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
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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HELIOS TECHNOLOGIES, INC. |
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Date: |
May 17, 2023 |
By: |
/s/ Tricia L. Fulton |
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Tricia L. Fulton |
Exhibit 10.1
CUSIP NO. (REVOLVING CREDIT FACILITY) 42328JAB1
CUSIP NO. (TERM LOAN FACILITY) 42328JAC9
CUSIP NO. (TERM LOAN A-2 FACILITY) 86676RAD4
Incremental Facility Amendment to Second Amended and Restated Credit Agreement
Dated as of May 17, 2023
to the
Second Amended and Restated Credit Agreement
Dated as of October 28, 2020
among
Helios Technologies, inc.,as Borrower,
The Guarantors From Time to Time Party Thereto,
The Lenders from time to time party thereto
and
PNC Bank, National Association
as Administrative Agent, an Issuing Lender, and Swing Loan Lender
PNC Capital Markets LLC,
as Joint Lead Arranger and Sole Bookrunner
Truist Securities, inc.,
as Joint Lead Arranger
Truist Bank,
as Syndication Agent
Citibank, N.A.,
Regions Bank,
and
Wells Fargo Bank, National Association, INCREMENTAL FACILITYAMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
as Co-Documentation Agents
THIS INCREMENTAL FACILITY AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of May 17, 2023 (the “Term Loan A-2 Effective Date”) is entered into by and among HELIOS TECHNOLOGIES, INC., a Florida corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, an Issuing Lender, and Swing Loan Lender. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below), as amended hereby.
RECITALS
WHEREAS, the Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and the Administrative Agent are parties that certain Second Amended and Restated Credit Agreement dated as of October 28, 2020 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”);
WHEREAS, the Borrower has requested implementation of an Incremental Term Loan pursuant to Section 2.11 of the Credit Agreement and certain other modifications to the Credit Agreement, and the Lenders providing such Incremental Term Loan, the Required Lenders and the Administrative Agent have agreed to such modifications subject to the terms hereof.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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“Term Loan A-2 Effective Date” means May 17, 2023.
(iii) Aggregate Commitments. The aggregate amount of all increases under this Section 2.11 [Increase in Revolving Credit Commitments; Incremental Term Loans] after the Term Loan A-2 Effective Date (and after giving effect to the making of the Incremental Term Loan on the Term Loan A-2 Effective Date) shall not exceed $300,000,000.
(vi) Maximum Increases. The aggregate number of increases of the Revolving Credit Commitments and Incremental Term Loans after the Term Loan A-2 Effective Date (and after giving effect to the making of the Incremental Term Loan on the Term Loan A-2 Effective Date) shall not exceed three (3) such increases during the term of this Agreement following such date.
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[signatures follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
BORROWER:
HELIOS TECHNOLOGIES, INC.
a Florida corporation
By: ________________________________
Name: Tricia Fulton
Title: Chief Financial Officer
GUARANTORS:
ENOVATION CONTROLS, LLC,
an Oklahoma limited liability company
SUN HYDRAULICS, LLC,
a Florida limited liability company
FASTER, INC.,
an Ohio corporation
SPA & BATH HOLDINGS, INC.,
a Delaware corporation
BALBOA WATER GROUP, LLC,
a Delaware limited liability company
HELIOS CENTER OF ENGINEERING EXCELLENCE, INC.,
a Delaware corporation
HELIOS HYDRAULICS AMERICAS, LLC,
a Delaware limited liability company
DAMAN PRODUCTS COMPANY, LLC,
a Delaware limited liability company
SCHULTES PRECISION MANUFACTURING, INC.,
an Illinois corporation
By: Name: Tricia Fulton Title: Authorized Signatory PNC BANK, NATIONAL ASSOCIATION, as the Administrative Agent, an Issuing Lender, the Swing Loan Lender, a Term Loan A-2 Lender, and a Lender
HELIOS TECHNOLOGIES, INC.
INCREMENTAL FACILITY AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
AGENT AND LENDERS:
By: ________________________________
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL FACILITY AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
TRUIST BANK, as a Term Loan A-2 Lender and a Lender CITIBANK BANK, N.A., as a Term Loan A-2 Lender and a Lender
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL FACILITY AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL FACILITY AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
REGIONS BANK, as a Term Loan A-2 Lender and a Lender WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Term Loan A-2 Lender and a Lender
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL FACILITY AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL FACILITY AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
BMO HARRIS BANK N.A., as a Term Loan A-2 Lender and a Lender
By:
Name:
Title:
BANK OF MONTREAL, as an Issuing Lender SYNOVUS BANK, as a Term Loan A-2 Lender and a Lender
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL FACILITY AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL FACILITY AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
M&T BANK, as a Term Loan A-2 Lender and a Lender KEYBANK NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL FACILITY AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL FACILITY AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
MUFG UNION BANK, N.A., as a Lender
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL FACILITY AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Schedule 1(a)
Term Loan A-2 Commitments
Term Loan A-2 Lender |
Term Loan A-2 Commitment |
Ratable Share of Term Loan A-2 |
PNC Bank, National Association |
$30,000,000.00 |
20.000000000% |
Truist Bank |
$24,000,000.00 |
16.000000000% |
Citibank, N.A. |
$22,000,000.00 |
14.666666667% |
Regions Bank |
$22,000,000.00 |
14.666666667% |
Wells Fargo Bank, National Association |
$22,000,000.00 |
14.666666667% |
BMO Harris Bank N.A. |
$17,500,000.00 |
11.666666667% |
Synovus Bank |
$6,250,000.00 |
4.166666666% |
M&T Bank |
$6,250,000.00 |
4.166666666% |
TOTAL |
$150,000,000.00 |
100.000000000% |
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Exhibit 99.1 |
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NEWS RELEASE |
FOR IMMEDIATE RELEASE
Helios Technologies Expands Financial Capacity with Oversubscribed $150 Million Term Loan
SARASOTA, FL, May 17, 2023 — Helios Technologies, Inc. (NYSE: HLIO) (“Helios” or the “Company”), a global leader in highly engineered motion control and electronic controls technology for diverse end markets, announced an additional term loan of $150 million from the company’s existing Accordion facility.
“The new term loan augments our capacity and provides us with financial flexibility as we continue to execute our growth strategy. We are pleased that this expansion uses the pricing from our existing credit agreement, especially given the challenging capital markets backdrop, and it demonstrates the strength of our company, our business model, and our institutional relationships,” said Josef Matosevic, the Company’s President and Chief Executive Officer.
“We appreciate our bank syndicates’ continued strong support for our company’s strategy and this strong refinancing effort,” he continued. “The new $150 million term loan is leverage neutral and enables us to increase the availability under our existing revolver to approximately $200 million.”
The Company’s $200 million and $150 million Term Loans, $400 million Revolver, and $300 million undrawn Accordion facility are led by PNC Capital Markets LLC.
About Helios Technologies
Helios Technologies is a global leader in highly engineered motion control and electronic controls technology for diverse end markets, including construction, material handling, agriculture, energy, recreational vehicles, marine and health and wellness. Helios sells its products to customers in over 90 countries around the world. Its strategy for growth is to be the leading provider in niche markets, with premier products and solutions through innovative product development and acquisition. The Company has paid a cash dividend to its shareholders every quarter since becoming a public company in 1997. For more information please visit: www.heliostechnologies.com and follow us on LinkedIn.
FORWARD-LOOKING INFORMATION
This news release contains “forward‐looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. Forward‐looking statements involve risks and uncertainties, and actual results may differ materially from those expressed or implied by such statements. They include statements regarding current expectations, estimates, forecasts, projections, our beliefs, and assumptions made by Helios Technologies, Inc. (“Helios” or the “Company”), its directors or its officers about the Company and the industry in which it operates, and assumptions made by management, and include among other items, (i) the Company’s strategies regarding growth, including its intention to develop new products and make acquisitions; (ii) the effectiveness of creating the Centers of Excellence; (iii) the Company’s financing plans; (iv) trends affecting the Company’s financial condition or results of operations; (v) the Company’s ability to continue to control costs and to meet its liquidity and other financing needs; (vi) the declaration and payment of dividends; and (vii) the Company’s ability to respond to changes in customer demand domestically and internationally, including as a result of standardization. In addition, we may make other written or oral statements, which constitute forward-looking statements, from time to time. Words such as “may,” “expects,” “projects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. Similarly, statements that describe our future plans, objectives or goals also are forward-looking statements. These statements are not guaranteeing future performance and are subject to a number of risks and uncertainties. Our actual results may differ materially from what is expressed or forecasted in such forward-looking statements, and undue reliance should not be placed on such statements. All forward-looking statements are made as of the date hereof, and we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Helios Technologies | 7456 16th St East | Sarasota, FL 34243 | 941-362-1200
Helios Technologies Expands Financial Capacity with Oversubscribed $150 Million Term Loan
May 17, 2023 |
Page 2 of 2 |
Factorsthat could cause the actual results to differ materially from what is expressed or forecasted in such forward‐looking statements include, but are not limited to, (i) supply chain disruption and the potential inability to procure goods; (ii) conditions in the capital markets, including the interest rate environment and the availability of capital; (iii) inflation (including hyperinflation) or recession; (iv) changes in the competitive marketplace that could affect the Company’s revenue and/or cost bases, such as increased competition, lack of qualified engineering, marketing, management or other personnel, and increased labor and raw materials costs; (v) risks related to health epidemics, pandemics and similar outbreaks, including, without limitation, the current COVID-19 pandemic, particularly in China, which may among other things, adversely affect our supply chain, material costs, and work force and may have material adverse effects on our business, financial position, results of operations and/or cash flows; (vi) risks related to our international operations, including the potential impact of the ongoing conflict between Russia and Ukraine; and (vii) new product introductions, product sales mix and the geographic mix of sales nationally and internationally; (viii) our failure to realize the benefits expected from acquisitions, our failure to promptly and effectively integrate acquisitions and the ability of Helios to retain and hire key personnel, and maintain relationships with suppliers. Further information relating to factors that could cause actual results to differ from those anticipated is included but not limited to information under the heading Item 1. “Business” and Item 1A. “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on February 28, 2023.
For more information, contact:
Tania Almond
Vice President, Investor Relations and Corporate Communication
(941) 362-1333
tania.almond@HLIO.com
Deborah Pawlowski
Kei Advisors LLC
(716) 843-3908
dpawlowski@keiadvisors.com