STEEL PARTNERS HOLDINGS LP: entering into a material definitive agreement, terminating a material definitive agreement, creating a direct financial obligation or obligation under an off-balance sheet arrangement of a declarant, disclosure of regulations FD, financial statements and supporting documents (form 8 -K)

Article 1.01. The conclusion of an important definitive agreement.

At December 29, 2021, SPH Group Holdings LLC, Excel Steel Inc. and IGo, Inc. (collectively, the “Borrowers”), each an indirect wholly owned subsidiary of
Steel Partners Holdings LP (the “Company”), modified and updated its previous Credit Agreement (as defined below) by an amended and updated credit agreement (the “New Credit Agreement”), with PNC Bank, National Association, in its capacity as administrative agent, the Lenders who are parties thereto, and certain of the affiliates of the Borrowers in their capacity as guarantors (the “Guarantors” and, together with the Borrowers, the “Loan Parties”). Capitalized terms used but not defined herein will have the meanings assigned to them in the New Credit Agreement.

The new credit agreement provides for a senior secured revolving credit facility of an aggregate principal amount not exceeding $ 600,000,000 (the “Revolving Loans“), which includes a $ 50,000,000 sub-facility for swing line loans, a
$ 50,000,000 sub-facility for stand-by letters of credit and a currency sub-limit (available in euros and pounds sterling) equal to the lesser of $ 75,000,000 and the total amount of the Revolving Credit Commitment.

The proceeds of the revolving credit loans under the new credit agreement will be used (i) to refinance the existing debt, (ii) for the payment of fees and expenses related to the refinancing operation, and (iii) for the needs general business, certain authorized investments, working capital, letters of credit, capital expenditures and authorized acquisitions. The new credit agreement also allows borrowers, under certain circumstances, to increase the total principal amount of revolving credit commitments under the new credit agreement by $ 300,000,000 plus additional amounts as long as the leverage ratio does not exceed 3.50: 1.

The new credit agreement has a term of five years. Borrowings under the new credit agreement are secured by substantially all of the assets of the borrowers and guarantors and a pledge of all issued and outstanding shares of the share capital of each Loan evening subsidiaries, and are fully guaranteed by the Guarantors. The Borrowings bear interest, at the option of the Borrowers, at the annual rates of either the SOFR Rate or the RFR Term, plus an applicable margin, as defined in the New Credit Agreement.

The new credit agreement also contains financial covenants, including (i) a leverage ratio not exceeding 4.25 to 1.00 for the quarterly periods at the end of each fiscal quarter; provided, however, that notwithstanding the foregoing, following a material acquisition, borrowers will not allow the leverage ratio, calculated at the end of each of the four (4) fiscal quarters immediately following such material acquisition (which, for the avoidance of doubt, must begin with the fiscal quarter in which such material acquisition is made), to exceed 4.50 to 1.00 and (ii) an interest coverage ratio, calculated at the end of each fiscal quarter, from at least 3.00 to 1.00. The new credit agreement also contains standard statements, guarantees and covenants for a transaction of this nature, including, inter alia, covenants relating to (i) financial reporting and notification, (ii) payment of obligations, (iii) compliance with the law, (iv) maintenance of insurance and (v) maintenance of properties.

The above description of the new credit agreement is not intended to be complete and is submitted and qualified in its entirety by the full text of the new credit agreement, which is filed as Exhibit 10.1 of this current report on the form 8-K. and is incorporated herein by reference.

Article 1.02. Termination of a Material Definitive Agreement.

The new credit agreement amends and reaffirms in its entirety that certain credit agreements, dated November 14, 2017, among Handy, SPH Group Holdings LLC,
Excel Steel Inc., API Americas Inc. and Cedar 2015 Limited as borrowers (the “Previous Borrowers”), PNC Bank, National Association, in its capacity as administrative agent, the lenders who are parties thereto, and certain of the affiliates of the Previous Borrowers in their capacity as guarantors.

The previous credit agreement provided for a revolving credit facility in an aggregate principal amount not exceeding $ 500,000,000 and one $ 200,000,000 Term loan that amortizes at 5% per year. The revolving credit facility included a
$ 55,000,000 sub-facility for swing line loans and a $ 50,000,000 sub-facility for standby letters of credit. The previous credit agreement also contained standard statements, guarantees and commitments for a transaction of this nature, including, inter alia, commitments regarding (i) financial reporting and notification, (ii) payment of obligations , (iii) compliance with the law, (iv) maintenance of insurance and (v) maintenance of properties.

Article 2.03. Creation of a direct financial obligation or obligation under a

           Off-Balance Sheet Arrangement of a Registrant.

The information in section 1.01 is incorporated by reference into this section 2.03.

Article 7.01 Regulation FD Disclosure.

At December 29, 2021, the Company published a press release announcing the conclusion of the New Credit Agreement by its direct or indirect subsidiaries. A copy of the press release is provided with this report as Exhibit 99.1 and the press release is incorporated herein by reference.

The information in this Item 7.01 on Form 8-K and in Exhibit 99.1 is provided and will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor will it be deemed to be incorporated by reference in documents filed under the Securities Act of 1933.

Article 9.01. Financial statements and supporting documents.

(d) Exhibits



Exhibit No.    Description

10.1*            Amended and Restated Credit Agreement, dated as of December 29,
               among SPH Group Holdings LLC, Steel Excel Inc. and IGo, Inc., as
               Borrowers, PNC Bank, National Association, in its capacity as
               administrative agent, the lenders party thereto, and certain of
               the Borrowers' affiliates in their capacities as guarantors.
99.1             Press Release, dated December 29, 2021

* The appendices for this exhibition have been omitted. The Company undertakes to provide a copy of the omitted annexes in the Security and Trade Commission as a supplement to his request.

                                       3

© Edgar online, source Previews