Rush Enterprises Files 8-K for Material Agreement

TL;DR

Rush Enterprises just filed an 8-K for a material definitive agreement and financial obligation. Big stuff happening.

AI Summary

On December 12, 2024, Rush Enterprises, Inc. entered into a material definitive agreement and created a direct financial obligation. The company, incorporated in Texas with its principal executive offices in New Braunfels, filed this 8-K report detailing these events.

Why It Matters

This filing indicates Rush Enterprises has entered into a significant agreement that likely involves financial commitments or obligations, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and financial obligations can introduce new risks related to performance, financing, and market conditions.

Key Players & Entities

• Rush Enterprises, Inc. (company) — Registrant
• Texas (location) — State of incorporation
• New Braunfels (location) — Principal executive offices
• December 12, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — stered Class A Common Stock, par value $0.01 per share RUSHA Nasdaq Global Selec
• $1.0 billion — ) reduce the total loan commitment from $1.0 billion to $675.0 million; (ii) remove from the
• $675.0 million — al loan commitment from $1.0 billion to $675.0 million; (ii) remove from the definition of "In
• $150,000,000 — e FP Credit Agreement) shall not exceed $150,000,000; (ii) inventory loans to the extent rea
• $120,000,000 — the FP Credit Agreement) are less than $120,000,000, the FP Credit Parties shall be deemed
• $150,000,000 b — ed but not yet funded, are greater than $150,000,000 but less than or equal to $260,000,000 an
• $260,000,000 — $150,000,000 but less than or equal to $260,000,000 and Working Capital Loans are less than
• $60,000,000 — and Working Capital Loans are less than $60,000,000, the FP Credit Parties shall be deemed
• $800.0 million — nce Agreement, PFC agreed to make up to $800.0 million of revolving credit loans to finance Ru
• $480.0 million — e loan during such quarter is less than $480.0 million. Rush Peterbilt Truck Centers granted
• $375.0 million — increase the total loan commitment from $375.0 million to $500.0. In connection with the Secon
• $500.0 — loan commitment from $375.0 million to $500.0. In connection with the Second Amendmen
• $500.0 million — ventory Finance Agreement, RTL issued a $500.0 million amended and restated promissory note to
• $220.0 million — e loan during such quarter is less than $220.0 million. Lastly, the Second Amendment to PacLea

Filing Documents

• rusha20241218c_8k.htm (8-K) — 58KB
• ex_758867.htm (EX-10.1) — 66KB
• ex_758868.htm (EX-10.2) — 120KB
• ex_758869.htm (EX-10.3) — 19KB
• ex_758870.htm (EX-10.4) — 20KB
• ex_758871.htm (EX-10.5) — 17KB
• ex_758872.htm (EX-10.6) — 15KB
• paclogo2.jpg (GRAPHIC) — 4KB
• paclogo.jpg (GRAPHIC) — 3KB
• 0001437749-24-037874.txt ( ) — 522KB
• rusha-20241212.xsd (EX-101.SCH) — 4KB
• rusha-20241212_def.xml (EX-101.DEF) — 13KB
• rusha-20241212_lab.xml (EX-101.LAB) — 17KB
• rusha-20241212_pre.xml (EX-101.PRE) — 13KB
• rusha20241218c_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Second Amendment to Floor Plan Credit Agreement Effective December 12, 2024, Rush Enterprises, Inc. (" Rush ") and certain of its subsidiaries (Rush and such subsidiaries collectively referred to as the " FP Credit Parties ") entered into the Second Amendment to Fifth Amended and Restated Credit Agreement (the " Second Amendment to Floor Plan Credit Agreement ") with the Lenders signatory thereto (the " FP Lenders "), Frost Bank (a new lender) and BMO Bank N.A. (" BMO ," formerly known as BMO Harris Bank N.A.), as administrative agent and collateral agent (in such capacities, the " Floor Plan Agent "), which amended that certain Fifth Amended and Restated Credit Agreement dated as of September 14, 2021, among the FP Credit Parties, the FP Lenders and the Floor Plan Agent (the " FP Credit Agreement "), as previously amended. Pursuant to the terms of the Second Amendment to Floor Plan Credit Agreement, the FP Credit Agreement was amended primarily to: (i) reduce the total loan commitment from $1.0 billion to $675.0 million; (ii) remove from the definition of "Inventory" all trucks, tractors and chassis manufactured by Peterbilt Motors Company, a division of PACCAR Inc. (" Peterbilt "); (iii) allow Rush and certain of its subsidiaries to finance the acquisition of new Peterbilt trucks, tractors and chassis with PACCAR Financial Corp. (" PFC ") and (iv) extend the scheduled termination date to December 31, 2029. In order to effectuate the Second Amendment to Floor Plan Credit Agreement with respect to reducing the total loan commitment, certain other provisions of the FP Credit Agreement were also modified. As such, the Second Amendment to Floor Plan Credit Agreement provides that the FP Credit Parties may voluntarily prepay: (i) inventory loans at any time, provided that after giving effect to any such prepayment, the amount by which the Total Equipment Loans (as defined in the FP Credit Agreement) exceeds the

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Second Amendment to Fifth Amended and Restated Credit Agreement, dated as of December 12, 2024, by and among Rush Enterprises, Inc. and certain of its subsidiaries, the Lenders signatory thereto, Frost Bank and BMO Bank N.A., as administrative agent and collateral agent for the Lenders 10.2 Inventory Financing and Purchase Money Security Agreement, dated as of December 16, 2024, by and among Rush Peterbilt Truck Centers, Rush Enterprises, Inc., as agent and borrower representative of Rush Peterbilt Truck Centers and PACCAR Financial Corp. 10.3 PFC Promissory Note dated December 16, 2024. 10.4 Corporate Guarantee to PFC. 10.5 Second Amendment to Second Amended and Restated Inventory Financing and Purchase Money Security Agreement, dated as of December 16, 2024, by and between Rush Truck Leasing, Inc. and PACCAR Leasing Company. 10.6 PLC Second Amended and Restated Promissory Note dated December 16, 2024. 104 Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURES

SIGNATURES 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. RUSH ENTERPRISES, INC. Dated: December 18, 2024 By: /s/ Michael Goldstone Michael Goldstone Senior Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR