0001046859-13-000063.txt : 20130308 0001046859-13-000063.hdr.sgml : 20130308 20130308171929 ACCESSION NUMBER: 0001046859-13-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130305 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130308 DATE AS OF CHANGE: 20130308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REMY INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001046859 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 351909253 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13683 FILM NUMBER: 13678480 BUSINESS ADDRESS: STREET 1: 600 CORPORATION DRIVE CITY: PENDLETON STATE: IN ZIP: 46064 BUSINESS PHONE: 800-372-3555 MAIL ADDRESS: STREET 1: 600 CORPORATION DRIVE CITY: PENDLETON STATE: IN ZIP: 46064 FORMER COMPANY: FORMER CONFORMED NAME: DELCO REMY INTERNATIONAL INC DATE OF NAME CHANGE: 19970924 8-K 1 remyintldebtrefinance8k.htm 8-K Remy Intl Debt Refinance 8k

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):
March 05, 2013

Remy International, Inc.
(Exact name of Registrant as Specified in its Charter)

Delaware
001-13683
35-1909253
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification Number)

600 Corporation Drive
Pendleton, IN 46064
(Addresses of Principal Executive Offices)

(765) 778-6499
(Registrant's Telephone Number, Including Area Code)

Not applicable
(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:
 
 
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 1.1 Entry into a Material Definitive Agreement

On March 5, 2013, Remy International, Inc. and its subsidiaries (collectively, the “Company”) entered into a First Amendment to its existing ABL Revolver Credit Agreement (“ABL First Amendment”) and an Amended and Restatement of its existing Term B Loan Credit Agreement (“Term B Amendment”) (collectively, the “Credit Facilities”).
The ABL First Amendment extends the maturity date of the ABL Loan from December 17, 2015 to September 5, 2018 and reduces this borrowing rate by 50 basis points. The ABL First Amendment also provides added flexibility to the Company’s financial covenants and maintains the current availability under the ABL line at $95 million which may be increased, under certain circumstances, by $20 million. The Company has no outstanding balance on the ABL Credit Facility as of March 5, 2013.
The Term B Amendment refinanced the existing secured Term B Loan at $300 million and extended the current maturity from December 17, 2016 to March 5, 2020. The Term B Amendment also reduces the cash yield to lenders from 6.25% to 4.25% and provides increased financial flexibility with updated covenants.
The refinancing of the Credit Facilities is anticipated to reduce borrowing cost to the Company of approximately $6.0 million annually. Proceeds from the refinancing will be available for general corporate purposes and potential future acquisitions.
There are no other changes that materially modify the description of the Credit Facilities provided in the Company’s previous filings with the Commission.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 8.01 Other Events.

On March 5, 2013, the Company issued a press release announcing the amendments to the Credit Facilities. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
Press release of Remy International, Inc. dated March 5, 2013, entitled “Remy International, Inc. Closes Refinancing of Term B Loan Credit Agreement and Asset Based Line (ABL) Amendment.”



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.
 
 
 
 
 
 
Remy International, Inc.
 
Date: March 8, 2013
By:
/s/ Fred Knechtel
 
 
 
Name:
Fred Knechtel
 
 
 
Title:
Senior Vice President and Chief Financial Officer
 
 
 
 
 
 




EXHIBIT INDEX
Exhibit No.
Description
99.1
Press release of Remy International, Inc. dated March 5, 2013 entitled “Remy International, Inc. Closes Refinancing of Term B Loan Credit Agreement and Asset Based Line (ABL) Amendment.”


EX-99.1 2 exhibit991-debtrefinancing.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 - Debt Refinancing


Remy International, Inc. Closes Refinancing of Term B Loan Credit Agreement and Asset Based Line (ABL) Amendment
PENDLETON, Ind., March 5, 2013 /PRNewswire/ -- Remy International, Inc. (NASDAQ:REMY), a leading worldwide manufacturer, remanufacturer, and distributor of starters and alternators for light vehicle and commercial vehicle applications, locomotive products and hybrid electric motors, today announced that it has closed the refinancing of its existing senior secured Term B Loan with a new $300 million 7-year Term B Loan facility, through Bank of America, N.A. as Administrative Agent and joint lead arrangers Merrill Lynch, Pierce, Fenner & Smith, Incorporated, UBS Securities LLC, Wells Fargo Securities, LLC and Deutsche Bank Securities Inc. Remy also amended the existing $95 million ABL Credit Agreement with Wells Fargo Capital Finance, LLC and Bank of America, N.A.
The new Capital structure will provide significant benefits for the company including:
Reducing the Term B Loan cash yield from 6.25% to 4.25%
Providing increased financial flexibility with updated covenants
Extending the maturity of the Term B Loan from December 17, 2016 to March 5, 2020
Extending the maturity of the ABL Credit Agreement from December 17, 2015 to September 5, 2018
Lowering the cost of borrowing on our ABL
Fred Knechtel, Remy International, Inc. Chief Financial Officer said, “We were pleased to be able to take advantage of the strong credit markets to refinance the Term B Loan and amend the ABL. This refinancing lowers interest expense by approximately $6 million and adds $0.11 to diluted earnings per share.”
“The favorable terms are a reflection of improved markets and Remy’s strong performance. The new credit agreement provides us the financial flexibility needed to fund potential acquisitions and the regional expansion necessary to support our global growth strategy”, added Jay Pittas, Remy International, Inc. President and Chief Executive Officer.
About Remy
Founded by the Remy Brothers in 1896, Remy International, Inc. is a leading global manufacturer and remanufacturer of alternators, starter motors and electric traction motors. Headquartered in Pendleton, IN, with global operations across five continents and 10 countries, Remy International markets products under the Delco Remy® and Remy® brands. Known for innovation, efficiency, quality, and best-in-class customer service and support, Remy International’s products are integrated by leading industrial, specialty, automotive and heavy-duty OEMs, and aftermarket providers worldwide. We Start the World & Keep It RunningTM.
Forward Looking Statements This press release contains forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts.  Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from anticipated results. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events to reflect the new information, future events, or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to, future financial results and liquidity, development of new products and services, the effect of competitive products or pricing, the effect of commodity and raw material prices, the impact of supply chain cost management initiatives, restructuring risks, customs duty claims, litigation uncertainties and warranty claims, conditions in the automotive industry, foreign currency fluctuations, costs related to re-sourcing and outsourcing products, the effect of economic conditions, and other risks




identified in the “Special note regarding forward-looking statements”, “Risk Factors” and other sections of the Company Form 10-K and other filings with the Securities and Exchange Commission.


A copy of the Form 8-K will be available on the Remy International Website at http://www.remyinc.com under Investor Relations.
Investor Contact: Eric Struik, Vice President of Finance
Struik.Eric@remyinc.com
(765) 778-6749
SOURCE : Remy International, Inc.