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): September 21, 2023
_______________________________
FREIGHTCAR AMERICA, INC.
(Exact name of registrant as specified in its charter)
_______________________________
Delaware |
000-51237 |
25-1837219 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
125 S. Wacker Drive, Suite 1500
Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
(800) 458-2235
(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:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
RAIL |
Nasdaq Global Market |
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.
Third Amendment to Amended and Restated Loan and Security Agreement
On September 21, 2023, FreightCar North America, LLC (“Borrower” and together with FreightCar America, Inc. (the “Company”) and certain other subsidiary guarantors, collectively, the “Loan Parties”) entered into a Third Amendment to Amended and Restated Loan and Security Agreement, which amends the Amended and Restated Loan and Security Agreement, dated July 30, 2021, as amended by the First Amendment to Amended and Restated Loan and Security Agreement, dated February 23, 2022, and by the Second Amendment to Amended and Restated Loan and Security Agreement, dated May 22, 2023 (such original agreement as amended prior to the Third Amendment to Amended and Restated Loan and Security Agreement, the “Siena Loan Agreement”), by and among the Loan Parties and Siena Lending Group LLC (the “Revolving Loan Lender”). Pursuant to the Siena Loan Agreement, the Revolving Loan Lender provided an asset backed credit facility, in the maximum aggregate principal amount of up to $35.0 million (the “Maximum Revolving Facility Amount”), consisting of revolving loans (the “Revolving Loans”).
The Third Amendment to Amended and Restated Loan and Security Agreement, among other things, (i) extended the scheduled maturity date of the Siena Loan Agreement from October 8, 2023 to October 31, 2024, and (ii) increased the Maximum Revolving Facility Amount by $10.0 million to a total of $45.0 million, provided, however, that after giving effect to each Revolving Loan and each letter of credit made available to the Loan Parties, (A) the outstanding balance of all Revolving Loans and the Letter of Credit Balance (which is defined in the Siena Loan Agreement as the sum of (a) the aggregate undrawn face amount of all outstanding Letters of Credit and (b) all interest, fees and costs due or, in Lender’s estimation, likely to become due in connection therewith) will not exceed the lesser of (x) the Maximum Revolving Facility Amount and (y) the Borrowing Base (as defined in the Siena Loan Agreement, as amended by the Third Amendment to Amended and Restated Loan and Security Agreement), and (B) none of the other Loan Limits (as defined in the Siena Loan Agreement) for Revolving Loans will be exceeded.
The foregoing description of the Third Amendment to Amended and Restated Loan and Security Agreement does not purport to be complete and is qualified in its entirety by reference to a copy of the Third Amendment to Amended and Restated Loan and Security Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
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.
The disclosure set forth above in Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 |
|
|
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 hereunto duly authorized.
|
FREIGHTCAR AMERICA, INC. |
|
|
|
|
|
|
|
Date: September 26, 2023 |
By: |
/s/ Michael A. Riordan |
|
|
Michael A. Riordan |
|
|
Vice President, Finance, Chief Financial Officer and Treasurer |
|
|
|
Exhibit 10.1
THIRD AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 21, 2023, is entered into by and among JAC Operations, Inc., a Delaware corporation (“JAC”), Freight Car Services, Inc., a Delaware corporation (“Freight”), JAIX Leasing Company, a Delaware corporation (“JAIX”), FreightCar Short Line, Inc., a Delaware corporation (“Short”), Johnstown America, LLC, a Delaware limited liability company (“Johnstown”), FreightCar Alabama, LLC, a Delaware limited liability company (“Alabama”), FreightCar Rail Services, LLC, a Delaware limited liability company (“Rail”), FreightCar Rail Management Services, LLC, a Delaware limited liability company (“Management”), FreightCar North America, LLC, a Delaware limited liability company (“FCNA”), FCA-Fasemex, LLC, a Delaware limited liability company (“FCA” and, together with JAC, Freight, JAIX, Short, Johnstown, Alabama, Rail, Management, FCNA, and any other Person who from time to time becomes a Borrower under the Loan Agreement, collectively, the “Borrowers” and each individually, a “Borrower”), each of the Guarantors signatory hereto and SIENA LENDING GROUP LLC (“Lender”). Terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement defined below.
RECITALS
A. Lender, Borrowers and Guarantors have previously entered into that certain Amended and Restated Loan and Security Agreement dated July 30, 2021 (as amended, restated, modified or supplemented from time to time, the “Loan Agreement”), pursuant to which Lender has made certain loans and financial accommodations available to Borrowers.
B. Lender, Borrowers and Guarantors now wish to amend the Loan Agreement on the terms and conditions set forth herein.
C. The Loan Parties are entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Lender’s rights or remedies as set forth in the Loan Agreement or any other Loan Document is being waived or modified by the terms of this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
“(e) Mandatory Prepayments. If on any day for any reason whatsoever on any date during any Specified Period, (a) Loans are outstanding and (b) the Consolidated Cash Balance as of the end of such day exceeds $10,000,000, then Borrowers shall, prior to the close of business on such day, prepay the Loans in an aggregate principal amount equal to such excess.”
“1.8 Voluntary Termination of Loan Facilities. Borrowers may, on at least fifteen (15) days prior and irrevocable written notice received by Lender, permanently terminate the Loan facilities by repaying all of the outstanding Obligations, including all principal, interest and fees with respect to the Revolving Loans. If, on the date of a voluntary termination pursuant to this Section 1.8, there are any outstanding Letters of Credit, then on such date, and as a condition precedent to such termination, Borrowers shall provide to Lender cash collateral in an amount equal to 103% of the Letter of Credit Balance to secure all of the Obligations (including reasonable attorneys’ fees and other expenses) relating to said Letters of Credit, pursuant to a cash pledge agreement in form and substance reasonably satisfactory to Lender. From and after such date of termination, Lender shall have no obligation whatsoever to extend any additional Loans or Letters of Credit and all of its lending commitments hereunder shall be terminated.”
“7.2 Remedies with Respect to Lending Commitments/Acceleration/Etc. Upon the occurrence and during the continuance of an Event of Default Lender may, in Lender’s sole discretion (a) terminate all or any portion of its commitment to lend to or extend credit to Borrowers under this Agreement and/or any other Loan Document, without prior notice to any Loan Party, and/or (b) demand payment in full of all or any portion of the Obligations (whether or not payable on demand prior to such Event of Default), and demand that the Letters of Credit be cash collateralized in the manner described in Section 1.7(c) and/or (c) take any and all other and further actions and avail itself of any and all rights and remedies available to Lender under this Agreement, any other Loan Document, under law and/or in equity including, without limitation, drawing under the Standby Letter of Credit. Notwithstanding the foregoing sentence, upon the occurrence of any Event of Default described in Section 7.1(f) or Section 7.1(g), without notice, demand or other action by Lender all of the Obligations shall immediately become due and payable whether or not payable on demand prior to such Event of Default. For the avoidance of doubt, Lender shall not have any right to draw on the Standby Letter of Credit unless an Event of Default has occurred and is continuing.”
“Standby Letter of Credit” means that certain Irrevocable Standby Letter of Credit No. IS000211603U, dated on or about the date hereof, issued by the LC Issuer for the benefit of Lender with an original face amount of $25,000,000.00 and an expiry date of July 29, 2022, as amended by that certain Amendment to Irrevocable Standby Letter of Credit dated September 15, 2023, and as otherwise amended, restated, supplemented, extended or otherwise modified from time to time.”
|
2 |
|
“ “Consolidated Cash Balance” means, on any day, (a) the aggregate amount of cash and Cash Equivalents, in each case, held or owned by (either directly or indirectly), credited to the account of or would otherwise be required to be reflected as an asset on the balance sheet of the Borrowers less (b) the sum of (i) any restricted cash or Cash Equivalents to pay royalty obligations, working interest obligations, suspense payments, severance taxes, payroll, payroll taxes, other taxes, employee wage and benefit payments and trust and fiduciary obligations or other obligations of the Borrowers to third parties and for which the Borrowers have issued checks or have initiated wires or ACH transfers (or, in the Borrowers’ discretion, will issue checks or initiate wires or ACH transfers on or before close of business on such same day) in order to pay, (ii) other amounts for which the Borrowers have issued checks or have initiated wires or ACH transfers but have not yet been subtracted from the balance in the relevant account of the Borrowers and (iii) while and to the extent refundable, any cash or Cash Equivalents of the Borrowers constituting purchase price deposits held in escrow pursuant to a binding and enforceable purchase and sale agreement with a third party containing customary provisions regarding the payment and refunding of such deposits.”
“ “Specified Period” means any five (5) consecutive Business Day period commencing on the date that is five (5) consecutive Business Days immediately prior to the last day of each fiscal quarter.”
|
3 |
|
|
4 |
|
|
5 |
|
[Remainder of page Intentionally Blank]
|
6 |
|
IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.
BORROWERS: |
[JAC OPERATIONS, INC.
|
By: |
/s/ Michael Riordan |
Name: |
Michael Riordan |
Title: |
Vice President, Finance; Chief Financial Officer & Treasurer |
|
|
|
[FREIGHT CAR SERVICES, INC.
|
By: |
/s/ Michael Riordan |
Name: |
Michael Riordan |
Title: |
Vice President, Finance; Chief Financial Officer & Treasurer |
|
|
|
[JAIX LEASING COMPANY
|
By: |
/s/ Michael Riordan |
Name: |
Michael Riordan |
Title: |
Vice President, Finance; Chief Financial Officer & Treasurer |
|
|
|
[FREIGHTCAR SHORT LINE, INC.
|
By: |
/s/ Michael Riordan |
Name: |
Michael Riordan |
Title: |
Vice President, Finance; Chief Financial Officer & Treasurer |
|
|
|
[JOHNSTOWN AMERICA, LLC
|
By: |
/s/ Michael Riordan |
Name: |
Michael Riordan |
Title: |
Vice President, Finance; Chief Financial Officer & Treasurer |
|
|
|
|
|
[FREIGHTCAR ALABAMA, LLC
|
By: |
/s/ Michael Riordan |
Name: |
Michael Riordan |
Title: |
Vice President, Finance; Chief Financial Officer & Treasurer |
|
|
|
|
|
[FREIGHTCAR RAIL SERVICES, LLC |
[Signature Page for Third Amendment to Loan and Security Agreement]
|
|
By: |
/s/ Michael Riordan |
Name: |
Michael Riordan |
Title: |
Vice President, Finance; Chief Financial Officer & Treasurer |
|
|
|
FREIGHTCAR RAIL MANAGEMENT SERVICES, LLC
|
By: |
/s/ James R. Meyer |
Name: |
James R. Meyer |
Title: |
President |
|
|
|
[FREIGHTCAR NORTH AMERICA, LLC
|
By: |
/s/ Michael Riordan |
Name: |
Michael Riordan |
Title: |
Vice President, Finance; Chief Financial Officer & Treasurer |
|
|
|
[FCA-FASEMEX, LLC
|
By: |
/s/ James R. Meyer |
Name: |
James R. Meyer |
Title: |
President |
|
|
GUARANTORS: |
[FREIGHTCAR AMERICA, INC.
|
By: |
/s/ Michael Riordan |
Name: |
Michael Riordan |
Title: |
Vice President, Finance; Chief Financial Officer & Treasurer |
|
|
|
[FCA-FASEMEX, S. DE R.L. DE C.V.
|
By: |
/s/ Michael Riordan |
Name: |
Michael Riordan |
Title: |
Vice President, Finance; Chief Financial Officer & Treasurer |
|
|
|
FCA-FASEMEX ENTERPRISE, S. DE R.L. DE C.V.
|
By: |
/s/ Michael Riordan |
Name: |
Michael Riordan |
[Signature Page for Third Amendment to Loan and Security Agreement]
Title: |
Vice President, Finance; Chief Financial Officer & Treasurer |
[Signature Page for Third Amendment to Loan and Security Agreement]
|
SIENA LENDING GROUP LLC
|
By: |
/s/ Keith Holler |
Name: |
Keith Holler |
Title: |
Authorized Signatory |
|
|
By: |
/s/ Steve Sanicola |
Name: |
Steve Sanicola |
Title: |
Authorized Signatory |
[Signature Page for Third Amendment to Loan and Security Agreement]
Exhibit A
Schedule A
Description of Certain Terms
1. Loan Limits for Revolving Loans |
|
(a) Maximum Revolving Facility Amount: |
$45,000,000 |
(b) Availability Block: |
3.00% of the issued and undrawn amount under the Standby Letter of Credit |
(c) Accounts Advance Rate: |
85%; provided, that if Dilution exceeds 3%, Lender may, at its option (A) reduce such advance rate by the number of full or partial percentage points compromising such excess or (B) establish a Reserve on account of such excess (the “Dilution Reserve”). |
(d) Accounts Sublimit: |
$20,000,000 |
3. Interest Rates: |
|
(b) Revolving Loans made in respect of Excess Availability arising from clause (b) of the definition of Borrowing Base |
1.50% per annum in excess of the Base Rate |
(a) All other Revolving Loans |
2.00% per annum in excess of the Base Rate |
4. Maximum Days re Eligible Accounts: |
|
(a) Maximum days after original invoice date for Eligible Accounts: |
Ninety (90) days |
(b) Maximum days after original invoice due date for Eligible Accounts: |
Sixty (60) days |
5. Lender’s Bank: |
Wells Fargo Bank, National Association and its affiliates |
6. Scheduled Maturity Date: |
October 31, 2024 |