Ohio | 1-5978 | 34-0553950 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
970 East 64th Street, Cleveland Ohio | 44103 | |||
(Address of principal executive offices) | (ZIP Code) |
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)) |
Emerging growth company | o |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Shares | SIF | NYSE American |
Item 1.01 | Entry into a Material Definitive Agreement. |
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of the Registrant. |
Item 9.01 | Financial Statements and Exhibits. |
SIFCO Industries, Inc. | ||
(Registrant) | ||
Date: April 13, 2020 | ||
/s/ Thomas R. Kubera | ||
Thomas R. Kubera | ||
Chief Financial Officer | ||
(Principal Financial Officer) |
1. | PROMISE TO PAY. |
2. | DEFINITIONS. |
3. | CONDITIONS PRECEDENT TO FUNDING OF LOAN. |
A. | Lender has approved the request for the Loan. |
B. | Lender has received approval from SBA to fund the Loan. |
4. | PAYMENT TERMS. |
A. | No Payments During Deferral Period. There shall be no payments due by Borrower during the Deferral Period. |
B. | Principal and Interest Payments. Commencing one month after the expiration of the Deferral Period, and continuing on the same day of each month thereafter until the Maturity Date, Borrower shall pay to Lender monthly payments of principal and interest, each in such equal amount required to fully amortize the principal amount outstanding on the Note on the last day of the Deferral Period by the Maturity Date. |
C. | Maturity Date. On the Maturity Date, Borrower shall pay to Lender any and all unpaid principal plus accrued and unpaid interest plus interest accrued during the Deferral Period. This Note will mature on the Maturity Date. |
D. | If any payment is due on a date for which there is no numerical equivalent in a particular calendar month then it shall be due on the last day of such month. If any payment is due on a day that is not a Business Day, the payment will be made on the next Business Day. The term "Business Day" means a day other than a Saturday, Sunday or any other day on which national banking associations are authorized to be closed. |
E. | Payments shall be allocated among principal and interest at the discretion of Lender unless otherwise agreed or required by applicable law. Notwithstanding, in the event the Loan, or any portion thereof, is forgiven pursuant to the Paycheck Protection Program under the federal CARES Act, the amount so forgiven shall be applied to principal. |
F. | Borrower may prepay this Note at any time without payment of any premium. |
5. | CERTIFICATIONS. |
A. | Current economic uncertainty makes this Loan necessary to support the ongoing operations of Borrower. |
B. | Loan funds will be used to retain workers and maintain payroll or make mortgage payments, lease payments, and utility payments. |
C. | During the period beginning on February 15, 2020 and ending on December 31, 2020, Borrower has not and will not receive another loan under this program. |
D. | Borrower was in operation on February 15, 2020 and (i) had employees for whom it paid salaries and payroll taxes, or (ii) paid independent contractors as reported on a 1099-Misc. |
6. | AGREEMENTS. |
A. | The Loan would be made under the SBA’s Paycheck Protection Program. Accordingly, it must be submitted to and approved by the SBA. There is limited funding available under the Paycheck Protection Program and so all applications submitted will not be approved by the SBA. |
B. | Lender is participating in the Payroll Protection Program to help businesses impacted by the economic impact from COVID-19. However, Lender anticipates high volume and there may be processing delays and system failures along with other issues that interfere with submission of your application to SBA. Lender does not represent or guarantee that it will submit the application before SBA funding is no longer available or at all. You agree that Lender is not responsible or liable to you (i) if the application is not |
C. | Forgiveness of the Loan is only available for principal that is used for the limited purposes that qualify for forgiveness under SBA requirements, and that to obtain forgiveness, Borrower must request it and must provide documentation in accordance with the SBA requirements, and certify that the amounts Borrower is requesting to be forgiven qualify under those requirements. Borrower also understand that Borrower shall remain responsible under the Loan for any amounts not forgiven, and that interest payable under the Loan will not be forgiven but that the SBA may pay the Loan interest on forgiven amounts. |
D. | Forgiveness is not automatic and Borrower must request it. Borrower is not relying on Lender for its understanding of the requirements for forgiveness such as eligible expenditures, necessary records/documentation, or possible reductions due to changes in number of employees or compensation. Rather Borrower will consult the SBA’s program materials. |
E. | The application for this Loan is subject to review and that Borrower may not receive the Loan. The Loan also remains subject to availability of funds under the SBA’s Payment Protection Program, and to the SBA issuing an SBA loan number. |
7. | DEFAULT. |
A. | Fails to make a payment when due under the Note or otherwise fails to comply with any provision of this Note. |
B. | Does not disclose, or anyone acting on its behalf does not disclose, any material fact to Lender or SBA. |
C. | Makes, or anyone acting on its behalf makes, a materially false or misleading representation, attestation or certification to Lender or SBA in connection with Borrower’s request for this Loan under the CARES Act, or makes a false certification under paragraph 5 of this Note. |
D. | Fails to comply with all of the provisions of this Note. |
E. | Becomes the subject of a proceeding under any bankruptcy or insolvency law, has a receiver or liquidator appointed for any part of its business or property, or makes an assignment for the benefit of creditors. |
F. | Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent. |
G. | Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to pay this Note. |
8. | LENDER'S RIGHTS IF THERE IS A DEFAULT. |
A. | Require immediate payment of all amounts owing under this Note. |
B. | Collect all amounts owing from Borrower. |
C. | File suit and obtain judgment. |
9. | LENDER'S GENERAL POWERS. |
10. | GOVERNING LAW AND VENUE; WHEN FEDERAL LAW APPLIES. |
11. | SUCCESSORS AND ASSIGNS. |
12. | GENERAL PROVISIONS. |
A. | Borrower must sign all documents necessary at any time to comply with the Loan. |
B. | Borrower’s execution of this Note has been duly authorized by all necessary actions of its governing body. The person signing this Note is duly authorized to do so on behalf of Borrower. |
C. | This Note shall not be governed by any existing or future credit agreement or loan agreement with Lender. The liabilities guaranteed pursuant to any existing or future guaranty in favor of Lender shall not include this Note. The liabilities secured by any existing or future security instrument in favor Lender shall not include this Note. |
D. | Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them. |
E. | Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note. |
F. | If any part of this Note is unenforceable, all other parts remain in effect. |
G. | To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. |
H. | Borrower's liability under this Note will continue with respect to any amounts SBA may pay Bank based on an SBA guarantee of this Note. Any agreement with Bank under which SBA may guarantee this Note does not create any third party rights or benefits for Borrower and, if SBA pays Bank under such an agreement, SBA or Bank may then seek recovery from Borrower of amounts paid by SBA. |
I. | Lender reserves the right to modify the Note Amount based on documentation received from Borrower. |
13. | ELECTRONIC SIGNATURES. |
14. | BORROWER’S NAME AND SIGNATURE Borrower: |
By: | /s/ Thomas R. Kubera |
Printed Name: | Thomas R. Kubera |
Title: | Chief Financial Officer |
Date Signed: | 4/10/2020 |