AstroNova Enters New Credit Agreement

TL;DR

AstroNova just signed a new credit agreement, locking in some debt.

AI Summary

On May 4, 2024, AstroNova, Inc. entered into a material definitive agreement, specifically a credit agreement. This agreement creates a direct financial obligation for the registrant, indicating new debt financing. The filing also includes financial statements and exhibits related to this event.

Why It Matters

This filing indicates AstroNova, Inc. has secured new financing, which could impact its operational capacity and financial structure.

Risk Assessment

Risk Level: medium — Entering into new debt agreements can introduce financial risk and obligations for the company.

Key Players & Entities

• AstroNova, Inc. (company) — Registrant
• May 4, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.05 — nge on which Registered Common Stock, $0.05 Par Value ALOT NASDAQ Global Market
• $12.3 million — n the principal amount of approximately $12.3 million as of the effective date of the Amendme
• $25,000,000 — facility available to the Company from $25,000,000 to $30,000,000 until January 31, 2025,
• $30,000,000 — able to the Company from $25,000,000 to $30,000,000 until January 31, 2025, upon and after
• $675,000 — ril 30, 2027 in the principal amount of $675,000 each, and the entire then-remaining pri

Filing Documents

• d836386d8k.htm (8-K) — 44KB
• d836386dex21.htm (EX-2.1) — 401KB
• d836386dex101.htm (EX-10.1) — 66KB
• d836386dex102.htm (EX-10.2) — 950KB
• 0001193125-24-134802.txt ( ) — 1869KB
• alot-20240504.xsd (EX-101.SCH) — 3KB
• alot-20240504_lab.xml (EX-101.LAB) — 17KB
• alot-20240504_pre.xml (EX-101.PRE) — 11KB
• d836386d8k_htm.xml (XML) — 3KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 4, 2024 ASTRONOVA, INC. (Exact name of registrant as specified in its charter) Rhode Island 0-13200 05-0318215 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 600 East Greenwich Avenue West Warwick , RI 02893 (Address of principal executive offices) (Zip Code) (401) 828-4000 Registrant's telephone number, including area code Not applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on which Registered Common Stock, $0.05 Par Value ALOT NASDAQ Global Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01 Entry into a Material Definitive Agreement On May 4, 2024, AstroNova, Inc. (the " Company ") as " First Guarantor ", along with its wholly-owned Portugal Subsidiary, AstroNova Portugal, Unipessoal, Lda (the " Purchaser ") entered into a Share Purchase Agreement (the " Purchase Agreement ") with Effort Premier Solutions Lda., a private limited company incorporated under the laws of Portugal (the " Seller ") and Eli Serafim Alves Ferreira, as the " Second Guarantor ". In accordance with the terms and subject to the conditions set forth in the Purchase Agreement, the Purchaser acquired 100% of the issued and outstanding share capital of MTEX New Solution, S.A., a joint stock company with limited liability incorporated under the laws of Portugal (" MTEX "), from the Seller in exchange for the Purchase Price as discussed below. The closing date for the acquisition was May 6, 2024. The base purchase price for the acquisition consists of EUR 17,268,345 paid by the Purchaser to the Seller on the closing date by wire transfer, and up to an additional EUR 731,655 retained by the Purchaser to secure certain indemnification obligations of the Seller to be released by the Purchaser subject to resolution of such obligations. Additionally, the Seller will be entitled to receive contingent consideration in an amount of up to EUR 4,000,000 if MTEX meets certain revenue objectives as set forth in the Purchase Agreement for the three calendar year periods ending after the closing date. The Purchase Agreement contains customary representations and warranties made by the Seller and the Purchaser, and also contains certain post-closing obligations, including indemnification obligations by Seller. Also on May 4, 2024, the Purchaser, the Seller, the Second Guarantor and MTEX entered into a Transitional Management Agreement (the " Transitional Management Agreement ") pursuant to which the Second Guarantor will serve as the MTEX's Chief Executive Officer for a term of three years following the closing date. Under the terms of the Transitional Management Agreement, the Second Guarantor will receive a salary and grant of restricted stock units and will be entitled to participate in the Company's incentive compensation programs on the same terms as the Company's executive officers. The Transitional Management Agreement includes customary non-competition and confidentiality provisions. The foregoing description of the Purchase Agreement, the Transitional Management Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement and the Transitional Management Agreement, which are filed as Exhibits 2.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The Purchase Agreement and the Transitional Management Agreement have been included to provide investors and securityho

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