Astronics Corp Files 8-K: Material Agreement & Exhibits

TL;DR

Astronics Corp filed an 8-K on Nov 25, 2024, reporting a material definitive agreement and other events.

AI Summary

On November 25, 2024, Astronics Corporation filed an 8-K report detailing a material definitive agreement. The filing also includes other events and financial statements and exhibits. Astronics Corporation is based in East Aurora, New York, and operates in the aircraft parts and auxiliary equipment sector.

Why It Matters

This filing indicates a significant contractual development for Astronics Corporation, which could impact its operations and financial performance in the aerospace industry.

Risk Assessment

Risk Level: low — The filing is a standard current report (8-K) and does not inherently disclose new risks or negative information.

Key Numbers

• 0000008063 — Accession Number (Unique identifier for the filing)
• 000-07087 — SEC File Number (Company's SEC filing number)

Key Players & Entities

• ASTRONICS CORP (company) — Registrant
• November 25, 2024 (date) — Date of Report
• East Aurora, New York (location) — Principal executive offices
• 130 Commerce Way (address) — Business Address

FAQ

Key Financial Figures

• $220 million — it line under the Restated Agreement to $220 million from $200 million. Under the terms of t
• $200 million — Restated Agreement to $220 million from $200 million. Under the terms of the Amendment, the
• $150,000,000 — subject to market and other conditions, $150,000,000 aggregate principal amount of Convertib
• $0.01 — r shares of the Company's common stock, $0.01 par value per share. * * * This Curre

Filing Documents

• atro-20241125.htm (8-K) — 30KB
• a112524exhibit101.htm (EX-10.1) — 1387KB
• a112524exhibit991.htm (EX-99.1) — 16KB
• image_0.jpg (GRAPHIC) — 44KB
• 0000008063-24-000062.txt ( ) — 1867KB
• atro-20241125.xsd (EX-101.SCH) — 2KB
• atro-20241125_lab.xml (EX-101.LAB) — 21KB
• atro-20241125_pre.xml (EX-101.PRE) — 12KB
• atro-20241125_htm.xml (XML) — 3KB

01 Entry into a Definitive Material Agreement

Item 1.01 Entry into a Definitive Material Agreement. Astronics Corporation (the " Company ") amended its existing credit facility on November 25, 2024 by entering into the Second Amendment (the " Amendment ") to the Seventh Amended and Restated Credit Agreement (the " Restated Agreement "), dated July 11, 2024, by and among the Company, the guarantors signatory thereto, HSBC Bank USA, National Association, as agent for the lenders, and the lenders signatory thereto. The Company entered into the Amendment in connection with the proposed offering of the Notes (as defined below) discussed in Item 8.01 of this Current Report on Form 8-K. The effectiveness of the Amendment is subject to the satisfaction or waiver of certain conditions, which the Company currently expects will be satisfied upon completion of the proposed Notes offering. If the Notes offering is not consummated, the Amendment will not become effective. The Amendment increases the maximum aggregate amount that the Company can borrow pursuant to the revolving credit line under the Restated Agreement to $220 million from $200 million. Under the terms of the Amendment, the Company will now pay interest on the unpaid principal amount of the credit facility at a rate equal to SOFR plus a term SOFR adjustment in the amount of 0.10% per annum (which collectively shall be at least 1.00%) plus an applicable margin ranging from 2.75% to 3.25% (an increase of 0.25% to each such applicable margin) determined based upon the Company's excess availability (as defined in the Restated Agreement). In addition, the Amendment modifies certain covenants in the Restated Agreement relating to the incurrence of the Notes. The Company and the applicable lenders have also agreed in a separate first amendment to increase the amount of unsecured indebtedness the Company is permitted to incur under the Restated Agreement, subject to completion of the Notes offering. The above description does not purport to be complete and is quali

01 Other Events

Item 8.01 Other Events. On November 25, 2024, the Company issued a press release announcing that it intends to offer, subject to market and other conditions, $150,000,000 aggregate principal amount of Convertible Senior Notes due 2030 (the " Notes ") in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01. Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, any securities, including the Notes or shares of the Company's common stock, $0.01 par value per share. * * * This Current Report on Form 8-K contains statements that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. One can identify these forward-looking statements by the use of the words "expect," "anticipate," "plan," "may," "will," "estimate," "feeling" or other similar expressions and include all statements with regard to the pricing and completion, timing and size of the proposed offering, the intended use of proceeds, and the terms of the Notes being offered. Because such statements apply to future events, they are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the statements. Important factors that could cause actual results to differ materially from what may be stated here include the trend in growth with passenger power and connectivity on airplanes, the state of the aerospace and defense industries, the market acceptance of newly developed products, internal production capabilities, the timing of orders received, the status of customer certification processes and delivery schedules, t

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Description 10.1 Second Amendment to Seventh Amended and Restated Credit Agreement, by and among Astronics Corporation, the other borrowers and guarantors signatory thereto, HSBC Bank USA, National Association, as agent for the lenders, and the lenders signatory thereto 99.1 Press Release of Astronics Corporation, dated November 25, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Astronics Corporation Dated: November 25, 2024 By: /s/ David C. Burney Name: David C. Burney Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR