Twin Disc Enters Material Definitive Agreement

TL;DR

Twin Disc just signed a big deal, filing an 8-K today.

AI Summary

On April 1, 2024, Twin Disc, Inc. entered into a Material Definitive Agreement. The filing also includes financial statements and exhibits related to this agreement. The company is incorporated in Wisconsin and its principal executive offices are located in Milwaukee.

Why It Matters

This filing indicates a significant new contract or partnership for Twin Disc, Inc., which could impact its future financial performance and operational strategy.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that may affect the company's financial health and market position.

Key Players & Entities

• TWIN DISC, INCORPORATED (company) — Registrant
• April 1, 2024 (date) — Date of Earliest Event Reported
• Wisconsin (location) — State of incorporation
• Milwaukee (location) — Address of principal executive offices
• 262-638-4000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $20,000,000 — the Company in the principal amount of $20,000,000, and the Company may, from time to time
• $40,000,000 — regate and subject to a Borrowing Base, $40,000,000 (the "Revolving Credit Commitment"). Th
• $45,000,000 — g Credit Commitment from $40,000,000 to $45,000,000, and also increased the Borrowing Base
• $30,000,000 — igible Receivable and (b) the lesser of $30,000,000 and 50% of Eligible Inventory to the su
• $35,000,000 — gible Receivables and (b) the lesser of $35,000,000 (reduced to $32,500,000 beginning with
• $32,500,000 b — ) the lesser of $35,000,000 (reduced to $32,500,000 beginning with the first quarter of the 2
• $600,000 — l include transaction expenses of up to $600,000 for the Katsa Oy acquisition, as well a
• $3,000,000 — r acquisitions of its common stock from $3,000,000 to $5,000,000 in any fiscal year. The
• $5,000,000 — of its common stock from $3,000,000 to $5,000,000 in any fiscal year. The above descript

Filing Documents

• twin20240401_8k.htm (8-K) — 35KB
• ex_648553.htm (EX-1.1) — 76KB
• ex_648554.htm (EX-1.2) — 7KB
• 0001437749-24-010504.txt ( ) — 264KB
• twin-20240401.xsd (EX-101.SCH) — 3KB
• twin-20240401_def.xml (EX-101.DEF) — 11KB
• twin-20240401_lab.xml (EX-101.LAB) — 15KB
• twin-20240401_pre.xml (EX-101.PRE) — 11KB
• twin20240401_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On April 1, 2024, Twin Disc, Incorporated (the "Company") entered into Amendment No. 10 to Credit Agreement (the "Tenth Amendment") that amends and extends the Credit Agreement dated as of June 29, 2018, as amended (the "Credit Agreement") between the Company and BMO Harris Bank, N.A. (the "Bank"). Capitalized terms in this Current Report that are not otherwise defined herein are defined in the Credit Agreement, as amended. Pursuant to the Credit Agreement, as in effect prior to the Tenth Amendment, the Bank made a Term Loan to the Company in the principal amount of $20,000,000, and the Company may, from time to time prior to the maturity date, enter into Revolving Loans in amounts not to exceed, in the aggregate and subject to a Borrowing Base, $40,000,000 (the "Revolving Credit Commitment"). The Credit Agreement also allows the Company to obtain Letters of Credit from the Bank, which if drawn upon by the beneficiary thereof and paid by the Bank, would become Revolving Loans. The Tenth Amendment increased the Revolving Credit Commitment from $40,000,000 to $45,000,000, and also increased the Borrowing Base for Revolving Loans from the sum of (a) 85% of outstanding unpaid Eligible Receivable and (b) the lesser of $30,000,000 and 50% of Eligible Inventory to the sum of (a) 85% of outstanding unpaid Eligible Receivables and (b) the lesser of $35,000,000 (reduced to $32,500,000 beginning with the first quarter of the 2026 fiscal year) and 60% of Eligible Inventory (reduced to 55% of Eligible Inventory beginning with the third quarter of the 2025 fiscal year, and 50% of Eligible Inventory beginning with the first quarter of the 2026 fiscal year). The Company intends to use the increased borrowing capacity under the Credit Agreement to help finance its previously-announced proposed acquisition of Katsa Oy by TD Finland Holding Oy, a wholly-owned subsidiary of the Company. The Tenth Amendment specifically permits

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. EXHIBIT NUMBER DESCRIPTION 1.1 Amendment No. 10 to June 29, 2018 Credit Agreement between Twin Disc, Incorporated and BMO Harris Bank, N.A. 1.2 Fourth Amended and Restated Revolving Note 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Pursuant to the requirements of section 13 or 15(d) 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: April 2, 2024 Twin Disc, Incorporated /s/ Jeffrey S. Knutson Jeffrey S. Knutson Vice President - Finance, Chief Financial Officer, Treasurer & Secretary

View Full Filing

View this 8-K filing on SEC EDGAR