Bel Fuse Secures $150M Credit Facility

TL;DR

Bel Fuse just snagged a new $150M credit line, replacing their old $100M one. Big win for flexibility.

AI Summary

On September 18, 2024, Bel Fuse Inc. entered into a material definitive agreement, specifically a credit agreement with Bank of America, N.A. This agreement establishes a new $150 million revolving credit facility, which replaces their previous $100 million facility. The new facility matures on September 18, 2029.

Why It Matters

This increased credit facility provides Bel Fuse with greater financial flexibility and resources, potentially supporting future growth, acquisitions, or operational needs.

Risk Assessment

Risk Level: low — The filing reports on a standard credit facility agreement, which is a common and generally low-risk event for a public company.

Key Numbers

• $150.0M — New Revolving Credit Facility (Represents increased borrowing capacity for Bel Fuse.)
• $100.0M — Previous Revolving Credit Facility (The prior facility that has been replaced.)

Key Players & Entities

• Bel Fuse Inc. (company) — Registrant
• Bank of America, N.A. (company) — Lender
• $150 million (dollar_amount) — New revolving credit facility amount
• $100 million (dollar_amount) — Previous revolving credit facility amount
• September 18, 2024 (date) — Date of credit agreement
• September 18, 2029 (date) — Maturity date of new credit facility

FAQ

Key Financial Figures

• $0.10 — hich Registered Class A Common Stock ($0.10 par value) BELFA Nasdaq Global Selec
• $320 million — by Bel for the Purchased Shares is (i) $320 million payable at Closing (subject to customar
• $10 million — tion costs of Enercon), plus (ii) up to $10 million in potential earnout payments ("Earnout
• $5 million — ), which may become payable as to up to $5 million for each of the fiscal 2025 and fiscal
• $2.5 million — ayment for such Earnout Period shall be $2.5 million. In the event that achievement for the
• $80 million — ion, will be a base amount equal to (x) $80 million (subject to adjustments to true-up the
• $175 million — ting Credit Agreement"), provides for a $175 million 5-year senior secured revolving credit
• $60 m — ding principal balance of approximately $60 mil lion. Concurrently with the entry in
• $150 million — ving credit facility by an aggregate of $150 million (the "Revolving Facility Increase") to
• $325 million — ty Increase") to an aggregate amount of $325 million. Among the satisfaction of other cond
• $50 million — t") of the Existing Credit Agreement by $50 million to $150 million, (ii) adding certain cu
• $150 m — ting Credit Agreement by $50 million to $150 million, (ii) adding certain customary pr

Filing Documents

• belfb20240920_8k.htm (8-K) — 70KB
• ex_726159.htm (EX-2.1) — 1052KB
• ex_726160.htm (EX-10.1) — 545KB
• ex_726847.htm (EX-10.2) — 49KB
• ex_726161.htm (EX-10.3) — 1159KB
• 0001437749-24-029891.txt ( ) — 3455KB
• belfb-20240918.xsd (EX-101.SCH) — 4KB
• belfb-20240918_def.xml (EX-101.DEF) — 13KB
• belfb-20240918_lab.xml (EX-101.LAB) — 17KB
• belfb-20240918_pre.xml (EX-101.PRE) — 13KB
• belfb20240920_8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. As previously announced by Bel Fuse Inc. ("Bel" or the "Company") in Bel's press release issued on September 18, 2024 as filed with the Company's Current Report on Form 8-K of even date filed with the Securities and Exchange Commission on September 19, 2024, Bel has entered into a definitive agreement to acquire a majority 80% stake in Enercon Technologies, Ltd. ("Enercon"). Bel may acquire the remaining 20% stake in Enercon in accordance with the terms and subject to the conditions of the definitive transaction documents, as further described below. Enercon is a leading supplier of highly customized power conversion and networking solutions to aerospace and defense markets globally, providing robust and reliable solutions across air, land and sea applications. Enercon is based in Netanya, Israel with additional facilities in New Hampshire, U.S. and Haryana, India. Share Purchase Agreement O n September 18, 2024, Bel entered into a Share Purchase Agreement, dated as of September 19, 2024 (the "Purchase Agreement"), with Enercon, FF3 Holdings, L.P., for itself and as Sellers' Representative ("FF3"), and each of the other seller parties signatory thereto (together with FF3, each a "Seller" and collectively, the "Sellers"). On the terms and conditions of the Purchase Agreement, at the closing of the transaction (the "Closing"), Bel will purchase from the Sellers shares of Enercon representing 80% of the issued and outstanding share capital of Enercon on a fully-diluted basis (the "Purchased Shares"). The purchase price to be paid by Bel for the Purchased Shares is (i) $320 million payable at Closing (subject to customary adjustments including for closing cash, indebtedness, net working capital, and any unpaid transaction costs of Enercon), plus (ii) up to $10 million in potential earnout payments ("Earnout Payments"), which may become payable as to up to $5 million for each of the fiscal 2025 and fiscal 2026

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Share Purchase Agreement, dated as of September 19, 2024, by and among Bel Fuse Inc., Enercon Technologies Ltd., and the Shareholders of Enercon Technologies Ltd.* 10.1 Form of Shareholders' Agreement, by and among Bel Fuse Inc., FF3 Holdings, L.P., and Enercon Technologies Ltd.* 10.2 Second Amendment Agreement, dated September 18, 2024, to Amended and Restated Credit and Security Agreement, dated as of September 2, 2021, by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein, as amended 10.3 Conformed Amended and Restated Credit and Security Agreement, dated as of September 2, 2021 (reflecting changes thereto pursuant to First Amendment Agreement dated as of January 12, 2023 and Second Amendment Agreement dated as of September 18, 2024), by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request. 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. Date: September 24, 2024 BEL FUSE INC. (Registrant) By: /s/Daniel Bernstein Daniel Bernstein President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description 2.1 Share Purchase Agreement, dated as of September 19, 2024, by and among Bel Fuse Inc., Enercon Technologies Ltd., and the Shareholders of Enerco

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View this 8-K filing on SEC EDGAR