UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 18, 2008
PROLIANCE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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1-13894
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34-1807383 |
| (State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer Identification |
| Incorporation)
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No.) |
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| 100 Gando Drive,
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06513 |
| New Haven, Connecticut
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(Zip Code) |
| (Address of Principal Executive Offices) |
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Registrant’s telephone number, including area code: 203.401.6450
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On July 18, 2008, Proliance International, Inc. (the “Company”) entered into the
Fourth Amendment (the “Amendment”) of the Credit and Guaranty Agreement (the
“Agreement”) by and among the Company and certain domestic subsidiaries of the Company, as
guarantors, the lenders party thereto from time to time (collectively, the “Lenders”),
Silver Point Finance, LLC (“Silver Point”), as administrative agent for the Lenders,
collateral agent and as lead arranger, Wachovia Capital Finance Corporation (New England)
(“Wachovia”) and Wells Fargo Foothill, LLC (“Wells Fargo”) as lender and borrowing
base agent for the Lenders.
Pursuant to the Amendment, Wells Fargo replaces Wachovia as (i) the Borrowing Base Agent for
the Lenders and (ii) the Issuing Bank with respect to issued Letters of Credit. In addition, the
Amendment provides for an increase in the Revolving A Commitment from $25 million to $35 million
and a reduction of the Revolving B Commitment from $25 million to $15 million. The total
revolving credit line of $50 million under the Credit Agreement remains unchanged as a result of
the Amendment. Upon the effectiveness of the Amendment, Wells Fargo will be the sole Revolving A
Lender and Silver Point and certain of its affiliates will remain the Revolving B Lenders. In
addition, the Amendment provides for an adjustment to certain financial covenants (and definitions
related thereto) to allow for expenditures relating to the acquisition of replacement fixed assets
at the Company’s new Southaven, Mississippi distribution facility.
As a result of Wells Fargo replacing Wachovia as Issuing Bank, the Company will record a
non-cash debt extinguishment expense in the fiscal quarter ending September 30, 2008 of
approximately $1.2 million.
The foregoing description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and
incorporated herein by reference.
Separately, the Company is continuing to work toward raising a combination of $30 million or
more in debt and/or equity to reduce or possibly replace its current credit facility and to provide
additional working capital.
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant. |
Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is attached to this Current Report on Form 8-K:
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Description |
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10.1
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Fourth Amendment to Credit Agreement dated July 18, 2008. |