false 0001120370 0001120370 2024-12-19 2024-12-19

 

 

 

Date of report (Date of earliest event reported): December 19, 2024

 

 

 

(Exact Name of Registrant as Specified in Its Charter)

 

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (708) 780-4800

 

(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))

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.

 

Amendment to Credit Agreement

 

On December 19, 2024, Broadwind, Inc. and its subsidiaries (the “Company”) entered into Amendment No. 2 to Credit Agreement (the “Second Amendment”) to the Credit Agreement dated as of August 4, 2022, by and among the Company and Wells Fargo Bank, National Association (as amended by that certain Amendment No. 1 to Credit Agreement and Limited Waiver dated February 8, 2023, the “Credit Agreement”). Among other changes, the Second Amendment (1) increased the outstanding principal amount of the Term Loan (as defined in the Credit Agreement) to $7.578 million and restarted the 84-month amortization period, and (2) amended the Fixed Charge Coverage Ratio (as defined in the Credit Agreement) from 1.1:1.0 to 1.0:1.0 for each twelve-month period ending January 31, 2024 through and including December 31, 2025. Proceeds from the increased amount of the Term Loan were used to repay the Company’s indebtedness under its existing revolving line of credit with Wells Fargo Bank, National Association and related fees and expenses, thereby allowing for increased availability under the existing revolving line of credit.

 

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the document, which is attached hereto as Exhibit 10.1 and is 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 provided under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

 

Item 9.01.  Financial Statements and Exhibits.

 

 

 

 

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