Astronics Corp Files 8-K: Agreements, Obligations, Equity Sales

TL;DR

Astronics Corp 8-K: New deals, debt, and stock sales filed today.

AI Summary

Astronics Corporation announced on December 3, 2024, the entry into a material definitive agreement and the termination of another. The company also disclosed the creation of a direct financial obligation and unregistered sales of equity securities. Specific details regarding the nature of these agreements, obligations, and sales were not provided in this summary.

Why It Matters

This filing indicates significant corporate actions by Astronics Corp, including new financial commitments and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements, termination of agreements, creation of financial obligations, and unregistered sales of equity, all of which can carry inherent risks and require further investigation.

Key Players & Entities

• ASTRONICS CORP (company) — Registrant
• 0000008063 (company) — Central Index Key
• 160959303 (company) — IRS Number
• NY (company) — State of Incorporation
• 130 COMMERCE WAY (company) — Business Address
• EAST AURORA (company) — City
• 14052-2191 (company) — ZIP Code
• 716-805-1599 (company) — Business Phone
• ASTRONICS LUMINESCENT INC (company) — Former Company Name
• 19711209 (company) — Date of Name Change

FAQ

Key Financial Figures

• $165,000,000 — nics Corporation (the "Company") issued $165,000,000 aggregate principal amount of 5.500% Co
• $15,000,000 — Notes were issued, up to an additional $15,000,000 aggregate principal amount of the Notes
• $1,000 — e is 43.6814 shares of common stock per $1,000 principal amount of notes (equivalent t
• $22.89 — itial conversion price of approximately $22.89 per share of common stock). The convers
• $20,000,000 — tedness for money borrowed in excess of $20,000,000; (vi) the failure of the Company or any
• $54.9 m — of a principal amount of approximately $54.9 million, plus accrued but unpaid interest
• $1.8 million — call premium of 3.00% (or approximately $1.8 million) which satisfied all of the Company's i

Filing Documents

• atro-20241203.htm (8-K) — 37KB
• a120324exhibit41.htm (EX-4.1) — 805KB
• image_0a.jpg (GRAPHIC) — 1KB
• image_1a.jpg (GRAPHIC) — 2KB
• image_2a.jpg (GRAPHIC) — 2KB
• image_3a.jpg (GRAPHIC) — 2KB
• image_4a.jpg (GRAPHIC) — 2KB
• 0000008063-24-000069.txt ( ) — 1112KB
• atro-20241203.xsd (EX-101.SCH) — 2KB
• atro-20241203_lab.xml (EX-101.LAB) — 21KB
• atro-20241203_pre.xml (EX-101.PRE) — 12KB
• atro-20241203_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indenture and Notes On December 3, 2024, Astronics Corporation (the "Company") issued $165,000,000 aggregate principal amount of 5.500% Convertible Senior Notes due 2030 (the "Notes"). The Notes were issued pursuant to, and are governed by, an indenture (the "Indenture"), dated as of December 3, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). Pursuant to the purchase agreement between the Company and the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a 13-day period beginning on, and including, the first date the Notes were issued, up to an additional $15,000,000 aggregate principal amount of the Notes. The Notes issued on December 3, 2024 include $15,000,000 aggregate principal amount of the Notes issued pursuant to the full exercise by the initial purchasers of such option on November 26, 2024. The Notes are the Company's senior, unsecured obligations and are (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, of the Company's subsidiaries. The Notes bear interest at a rate of 5.500% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2025. The Notes will mature on March 15, 2030, unless earlier converted, redeemed or repurchased. Prior to the close of business on the business day immediately preceding December 15, 2029, noteholders will have the right to convert thei

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On December 3, 2024, the Company repaid in full all outstanding indebtedness under the credit agreement dated as of July 11, 2024 with HSBC Bank USA, N.A., as agent for the lenders, and the lenders signatory thereto, including certain funds managed by Redwood Capital Management, LLC (the "Term Loan Facility"). The Term Loan Facility payoff consisted of a repayment of a principal amount of approximately $54.9 million, plus accrued but unpaid interest, fees and expenses, including a call premium of 3.00% (or approximately $1.8 million) which satisfied all of the Company's indebtedness obligations thereunder. Upon consummation of the payoff, the obligations of the Company under the Term Loan Facility and the other Loan Documents (as defined in the Term Loan Facility) were deemed satisfied and paid in full (other than those obligations of the Company, including indemnification obligations, that by their express terms survived the repayment and discharge of the Term Loan Facility and the other Loan Documents). The Company funded the repayment of its obligations under the Term Loan Facility with a portion of the proceeds received from the issuance and sale of the Notes.

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons reasonably believed to be "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of common stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company with its security holders where no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of common stock. Initially, a maximum of 9,369,674 shares of the Company's common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 56.7859 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions. Neither the Notes nor the underlying common stock (if conversions of the Notes are settled through delivery of common stock) have been registered under the Securities Act or may be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Description 4.1 Indenture, dated as of December 3, 2024, between Astronics Corporation and U.S. Bank Trust Company, National Association, as Trustee 4.2 Form of 5.500% Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1) 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: December 3, 2024 By: /s/ David C. Burney Name: David C. Burney Executive Vice President and Chief Financial Officer

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View this 8-K filing on SEC EDGAR