SPX enters into $770 million credit agreement, completes reorg

By Mary-Katherine Stinson

Lexington, Ky., Aug. 15 – SPX Corp. as parent and its newly formed wholly owned subsidiary SPX Enterprises, LLC as borrower entered into an amended and restated credit agreement on Aug. 12 providing for $770 million in committed senior secured financing, according to an 8-K filing with the Securities and Exchange Commission.

The credit facilities consist of the following, each with a final maturity of Aug. 12, 2027:

• A $245 million term loan facility;

• An up to the equivalent of $500 million multicurrency revolving credit facility with sublimits equal to the equivalents of $200 million for financial letters of credit, $50 million for non-financial letters of credit and $150 million for non-U.S. exposure; and

• An up to $25 million equivalent bilateral foreign credit instrument facility, which will be available for performance letters of credit and bank undertakings, in n total principal amount in various currencies.

Interest will be at SOFR plus 125 basis points to 175 bps.

The commitment fee will be between 20 bps to 27.5 bps.

The pricing grid is based on the company’s consolidated leverage ratio.

The borrower has the option to seek additional commitments, without consent from the existing lenders, to add incremental term loan facilities and/or increase the commitments of the revolving credit facility and/or the bilateral foreign credit instrument facility by up to a total not to exceed the greater of $200 million and the amount of consolidated EBITDA for the most recent four fiscal quarters before the date of determination, plus an unlimited amount so long as the parent’s consolidated senior secured leverage ratio does not exceed 2.75 times for the most recent four fiscal quarters plus an amount equal to all voluntary prepayments of the term loan facility and voluntary prepayments accompanied by permanent commitment reductions of the revolving credit facility and foreign credit instrument facility.

The borrower may designate certain foreign subsidiaries to be borrowers under the revolving credit facility and the foreign credit instrument facility. As of closing, there are no foreign subsidiary borrowers.

Deutsche Bank AG is the foreign trade facility agent.

Bank of America, NA is the administrative agent and swingline lender.

BofA Securities, Inc., Deutsche Bank AG, Deutsche Bank Securities Inc., BNP Paribas, Citizens Bank, NA, Fifth Third Bank, NA, JPMorgan Chase Bank, NA, MUFG Bank, Ltd., PNC Capital Markets LLC, TD Securities (USA) LLC, Bank of Nova Scotia and Wells Fargo Securities, LLC are the joint lead arrangers and joint bookrunners.

Proceeds from the initial borrowings will be used to repay debt outstanding under an existing credit agreement.

This amends and restates SPX’s existing credit agreement, dated as of Sept. 1, 2015.

As background, on Aug. 15, SPX implemented its previously announced holding company reorganization where SPX executed a tax-free merger with SPX Merger LLC, a new formed limited liability company, that is a subsidiary of a newly formed corporation SPX Technologies, Inc. Merger Sub survives as a direct, wholly owned subsidiary of SPX Technologies.

SPX is a Charlotte, N.C.-based provider of flow technology, test and measurement, thermal equipment and services, and industrial products and services.

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