INTRODUCTORY NOTE
On August 10, 2021, Dorman Products, Inc., a Pennsylvania corporation (“Dorman”), completed its previously announced acquisition of DPL Holding Corporation, a Delaware corporation (“Dayton Parts”), pursuant to the terms of the Merger Agreement (as defined below).
Item 1.01 Entry into a Material Definitive Agreement.
On August 10, 2021 (the “Closing Date”), Dorman entered into a Credit Agreement (the “Credit Agreement”) by and among Dorman, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, which provides for a $600 million revolving credit facility, including a letter of credit sub-facility of up to $60 million. The revolving credit facility matures on the five-year anniversary of the Closing Date and is guaranteed by Dorman’s material domestic subsidiaries (together with Dorman, the “Credit Parties”) and is supported by a security interest in substantially all of the Credit Parties’ personal property and assets, subject to certain exceptions.
Proceeds of the loans borrowed under the Credit Agreement on the Closing Date were used to fund, in part, the transactions contemplated by the Merger Agreement, including the consummation of the Merger (as defined below) and the repayment of Dayton Parts’ existing credit facility, and to pay related fees and expenses. Proceeds of any loans or letters of credit borrowed after the Closing Date under the Credit Agreement will be used for general corporate purposes.
Borrowings under the Credit Agreement bear interest at a rate per annum equal to, at Dorman’s option, either a LIBOR rate (subject to a 0.00% floor) or a base rate, in each case plus an applicable margin of, initially (i) in the case of LIBOR rate, 1.250% or (ii) in the case of base rate loans, 0.250%. The applicable margin for (i) base rate loans ranges from 0.000% to 1.000% per annum and (ii) for LIBOR loans ranges from 1.000% to 2.000% per annum, in each case, based on the Total Net Leverage Ratio (as defined in the Credit Agreement). The commitment fee is initially equal to 0.150% and thereafter ranges from 0.125% to 0.250% based on the Total Net Leverage Ratio (as defined in the Credit Agreement).
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On August 10, 2021, Dorman completed its previously announced acquisition of Dayton Parts pursuant to the terms of the Agreement and Plan of Merger, dated as of June 25, 2021 (the “Merger Agreement”), by and among Dorman, Senators Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Dorman (“Merger Sub”), Dayton Parts, and SBF II Representative Corp., a Delaware corporation acting solely in its capacity as the equityholder representative. Pursuant to the Merger Agreement, Merger Sub merged with and into Dayton Parts (the “Merger”), with Dayton Parts surviving the Merger and becoming a wholly-owned subsidiary of Dorman, for an aggregate consideration of $338 million, subject to certain adjustments based on, among other things, the amount of cash, debt and working capital in the business of Dayton Parts as of the closing of the Merger.
The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Merger, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to Dorman’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 25, 2021 and is incorporated herein by reference.
Item 7.01 Regulation FD.
On August 10, 2021, Dorman issued a press release in connection with the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1.
The information under this Item 7.01, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
