Modine amends, restates credit facility, extends maturities

By William Gullotti

Buffalo, N.Y., Oct. 13 – Modine Manufacturing Co. entered into a fifth amended and restated agreement with JPMorgan Chase Bank, NA as administrative and collateral agent on Oct. 12, according to an 8-K filing with the Securities and Exchange Commission.

The amended agreement is comprised of a $275 million senior secured revolving credit facility and two senior secured term loan facilities totaling $175 million and €40 million. An amendment pushed the facilities’ maturity to Oct. 12, 2027 from June 28, 2024. Subject to certain conditions and restrictions, each facility under the agreement is eligible for up to two maturity extensions that may be exercised individually or together.

The amended revolver has a $25 million sublimit on both swingline loans and letters of credit, with each sublimit further divided into $6.25 million sublimits for each individual lender. It also has a $40 million foreign borrower sublimit as well as a $75 million sublimit on foreign currencies.

Each term facility is payable in quarterly principal installments equal to 1.25% of the original principal amount commencing March 31, 2023, followed by a balloon payment of the entire remaining outstanding principal balance due at maturity.

Borrowings will bear interest at SOFR, Euribor, Sonia or Tibor plus a margin ranging from 137.5 basis points to 175 bps. The commitment fee ranges from 12.5 bps to 27.5 bps. The margins and fees are determined by the company’s leverage ratio.

The amended agreement also mandates that the company maintain a 3.25 to 1.00 maximum net leverage ratio and a 3.00 to 1.00 minimum interest expense coverage ratio, subject to the company’s right to temporarily increase the maximum permitted net leverage ratio to up to 3.75 to 1.00 in connection with certain material acquisitions. The increase may not be exercised more than three times during any five consecutive year term of the agreement.

The amended agreement also includes an ESG amendment that, if implemented unaltered, would increase or decrease the interest margins by 5 bps and the commitment fees by 1 bp depending on sustainability targets.

JPMorgan is also serving as a joint bookrunner and joint lead arranger with BMO Capital Markets Corp., U.S. Bank NA and Keybank Capital Markets, Inc.

U.S. Bank is also serving as a syndication agent with Bank of Montreal and Keybank NA. PNC Bank, NA, City National Bank and Bank of America, NA are the co-documentation agents.

Modine is based in Racine, Wis. It makes thermal management systems and components used in vehicles, heating, ventilation and air conditioning equipment, off-highway and industrial equipment and refrigeration systems.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.