UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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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):  October 28, 2019

Securities registered or to be registered pursuant to Section 12(b) of the Act:

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01

Entry into a Material Definitive Agreement

Effective as of October 28, 2019, STRATTEC SECURITY CORPORATION (the "Company"), entered into a sixth amendment (the "STRATTEC Amendment") to its August 1, 2011 Credit Agreement, as previously amended by an Amendment No. 1 dated December 27, 2013, an Amendment No. 2 dated June 25, 2015, an Amendment No. 3 dated June 24, 2016, an Amendment No. 4 dated June 26, 2017 and an Amendment No. 5 dated September 28, 2018 (collectively, the "Credit Agreement"), with BMO Harris Bank N.A., as lender.  The STRATTEC Amendment extends the maturity date or term of the Credit Agreement for an additional year until August 1, 2022 and makes certain other changes described in the STRATTEC Amendment.  The STRATTEC Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Additionally, effective as of October 28, 2019, ADAC-STRATTEC, LLC ("ADAC-STRATTEC"), a majority owned subsidiary of the Company, entered into a seventh amendment (the "ADAC-STRATTEC Amendment") to its June 28, 2012 Credit Agreement, as previously amended by an Amendment No. 1 dated January 22, 2014, an Amendment No. 2 dated June 25, 2015, an Amendment No. 3 dated April 27, 2016, an Amendment No. 4 dated June 26, 2017, an Amendment No. 5 dated March 27, 2018 and an Amendment No. 6 dated December 30, 2018 (collectively, the "ADAC-STRATTEC Credit Agreement"), with BMO Harris Bank N.A., as lender.  The ADAC-STRATTEC Amendment extends the maturity date or term of the ADAC-STRATTEC Credit Agreement for an additional year until August 1, 2022 and makes certain other changes described in the ADAC-STRATTEC Amendment.  The ADAC-STRATTEC Amendment is attached hereto as Exhibit 4.2 and is incorporated herein by reference.

Section 2 - Financial Information

Item 2.03

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

As described above under Item 1.01, on October 28, 2019, each of the Company and ADAC-STRATTEC entered into amendments to their respective credit agreements with BMO Harris Bank N.A. extending the term of each credit facility for an additional year until August 1, 2022 and making certain other changes thereto described in the STRATTEC Amendment or ADAC-STRATTEC Amendment, as applicable.

Section 9 - Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

The following exhibits are filed herewith:

Exhibit 4.1 – Amendment No. 6 to STRATTEC Credit Agreement, dated as of October 28, 2019, between STRATTEC SECURITY CORPORATION and BMO Harris Bank N.A., as lender.

Exhibit 4.2 – Amendment No. 7 to ADAC-STRATTEC Credit Agreement, dated as of October 28, 2019, between ADAC-STRATTEC, LLC and BMO Harris Bank N.A., as lender.

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 thereunto duly authorized.

	STRATTEC SECURITY CORPORATION
Date:  October 28, 2019
	By:	/s/ Patrick J. Hansen
		Patrick J. Hansen, Senior Vice President and
		Chief Financial Officer

As of October 28, 2019

BMO Harris Bank N.A.

770 North Water Street

Milwaukee, Wisconsin 53202

Attention: Corporate Banking

Ladies and Gentlemen:

 STRATTEC SECURITY CORPORATION, a Wisconsin corporation (the “Company”), hereby agrees with you as follows:

 

1.            Definitions.  Reference is made to that certain Credit Agreement dated as of August 1, 2011 (as amended, restated, amended and restated or otherwise modified, the “Credit Agreement”) between the Company and BMO Harris Bank N.A. (the “Lender”).  All capitalized terms used and not otherwise defined herein shall have the meanings given to such terms by the Credit Agreement as amended hereby.

 

2.            Background.  The Company has requested that the Lender agree to extend the term of the Credit Agreement to August 1, 2022 and make certain other changes to the Credit Agreement.  Subject to all of the terms and conditions hereof, the Lender and the Company have agreed to such amendments on the terms set forth below.

 

3.            Amendments to Credit Agreement.  Subject to all of the terms and conditions hereof, upon execution and delivery of this Amendment, the Credit Agreement shall be amended as of the date first written above as follows:

 

a.         All references to the Credit Agreement in the Credit Agreement, the Note and the Loan Documents shall refer to the Credit Agreement as amended hereby.

 

b.        The first sentence of Section 2.01 of the Credit Agreement is amended to change the date “August 1, 2021” to “August 1, 2022”.

 

c.         Section 3.06 of the Credit Agreement is amended to add the following to the end of such Section:

 

“Notwithstanding the foregoing, if at any time the Lender determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (b) of the definition of LIBOR Rate or in Section 3.06(a) or (b) have arisen and such circumstances are unlikely to be temporary (each a “Transition Event”) or (ii) the circumstances set forth in clause (b) of the definition of LIBOR Rate or in Section 3.06(a) or (b) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Lender has made a public statement identifying a specific date (the “Transition Date”) after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then the Lender and the Company shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable.  From and after (a) the occurrence of a Transition Event, (b) the Transition Date, or (c) the date on which the administrator of the LIBOR Rate permanently or indefinitely ceases to provide the LIBOR Rate, and until an alternate rate of interest shall be determined in accordance with this Section 3.06, (i) any request by the Company for the conversion of any Revolving Loan to, or the continuation of any Revolving Loan as, an Adjusted LIBOR Rate Loan shall be ineffective and (ii) if any notice of borrowing requests a borrowing of Adjusted LIBOR Rate Loans, such borrowing shall be made as a borrowing of Adjusted Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.”

4.            Conditions.  Notwithstanding any other provision of this Amendment, this Amendment shall not become effective unless and until:

 

a.         It has been executed and delivered by all parties to the Credit Agreement as amended hereby;

 

b.        The Lender shall have received a certificate as of a recent date of the good standing (or comparable standing) of the Company under the laws of its jurisdiction of organization; and

 

c.        The Company shall have delivered such other corporate documents as Lender or its counsel may reasonably request, in form and substance satisfactory to the Lender.

 

5.            Representations and Warranties.  The Company hereby repeats and reaffirms the representations and warranties set forth in Article V of the Credit Agreement, including without limitation the representations and warranties set forth in Section 5.05 thereof which are made hereunder with respect to the most recent financial statements and related information provided pursuant to Section 7.06 of the Credit Agreement.  The Company also represents and warrants that (A) since June 30, 2019 there has been no material adverse change in the property, financial condition or business operations of the Company and its Subsidiaries, taken as a whole, and (B) the execution, delivery and performance of this Amendment are within the corporate powers of the Company, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the shareholders of the Company; (ii) violate any provision of the articles of incorporation or by-laws of the Company or of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Company or any Subsidiary; (iii) require the consent or approval of, or filing or registration with, any governmental body, agency or authority; or (iv) result in any breach of or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property of the Company or any Subsidiary pursuant to any indenture or other agreement or instrument under which the Company or any Subsidiary is a party or by which it or its properties may be bound or affected.  This Amendment constitutes, and each of the documents required herein when executed and delivered hereunder will constitute, legal, valid and binding obligations of the Company or other signatory enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy or similar laws affecting the enforceability of creditors’ rights generally.

6.          Confirmation of Agreements.  Except as expressly provided above, the Credit Agreement and the Loan Documents shall remain in full force and effect.  This Amendment does not constitute a waiver or amendment of any term, condition or covenant in the Credit Agreement other than as specifically set forth above.  Nothing contained in this Amendment or in any other document, or any course of dealing with the Company, shall be construed to imply that there is any agreement by the Lender to provide any waiver or agree to any amendment in the future.  This Amendment shall not release, discharge or satisfy any present or future debts, obligations or liabilities to the Lender of the Company or of any debtor, guarantor or other person or entity liable for payment or performance of any of such debts, obligations or liabilities of the Company, or any mortgage, security interest, lien or other collateral or security for any of such debts, obligations or liabilities of the Company or such debtors, guarantors or other persons or entities, or waive any default except as expressly provided herein, and the Lender expressly reserves all of its rights and remedies with respect to the Company and all such debtors, guarantors or other persons or entities, and all such mortgages, security interests, liens and other collateral and security.  This is an amendment and not a novation.  The Company acknowledges and agrees that the obligations under the Credit Agreement and the Note exist and are owing with no offset, defense or counterclaim assertible by the Company and that the Credit Agreement, the Note and the Loan Documents are valid, binding and fully enforceable according to their respective terms.

 

7.           Miscellaneous.  The Company shall be responsible for the payment of all fees and out-of-pocket disbursements incurred by the Lender in connection with the preparation, execution, delivery, administration and enforcement of this Amendment including all costs of collection, and including without limitation the reasonable fees and disbursements of counsel for the Lender, whether or not any transaction contemplated by this Amendment is consummated.  The provisions of this Amendment shall inure to the benefit of any holder of the Note, and shall inure to the benefit of and be binding upon any successor to any of the parties hereto.  All agreements, representations and warranties made herein shall survive the execution of this Amendment and the making of the loans under the Credit Agreement, as so amended.  This Amendment shall be governed by and construed in accordance with the internal laws of the State of Wisconsin.  This Amendment may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Amendment is solely for the benefit of the parties hereto and their permitted successors and assigns.  No other person or entity shall have any rights under, or because of the existence of, this Amendment.

 

If the foregoing is satisfactory to you, please sign the form of acceptance below and return a signed counterpart hereof to the Company.

 

	Very truly yours,
	STRATTEC SECURITY CORPORATION
(CORPORATE SEAL)	By:		/s/ Frank J. Krejci
	Name:		Frank J. Krejci
	Title:		President and Chief Executive Officer

	And by:	/s/ Patrick J. Hansen
	Name:	Patrick J. Hansen
	Title:	Senior Vice President, Chief Financial Officer and Secretary

Agreed to as of the date first above written.

 

	BMO HARRIS BANK N.A.
	By:	/s/ Mark Czarnecki
	Name:	Mark Czarnecki
	Title:	Senior Vice President

As of October 28, 2019

BMO Harris Bank N.A.

770 North Water Street

Milwaukee, Wisconsin 53202

Attention: Corporate Banking

Ladies and Gentlemen:

 ADAC-Strattec, LLC, a Delaware limited liability company (the “Company”), hereby agrees with you as follows:

 

 

 

 

 

 

 

“Notwithstanding the foregoing, if at any time the Lender determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (b) of the definition of LIBOR Rate or in Section 3.06(a) or (b) have arisen and such circumstances are unlikely to be temporary (each a “Transition Event”) or (ii) the circumstances set forth in clause (b) of the definition of LIBOR Rate or in Section 3.06(a) or (b) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Lender has made a public statement identifying a specific date (the “Transition Date”) after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then the Lender and the Company shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable.  From and after (a) the occurrence of a Transition Event, (b) the Transition Date, or (c) the date on which the administrator of the LIBOR Rate permanently or indefinitely ceases to provide the LIBOR Rate, and until an alternate rate of interest shall be determined in accordance with this Section 3.06, (i) any request by the Company for the conversion of any Revolving Loan to, or the continuation of any Revolving Loan as, an Adjusted LIBOR Rate Loan shall be ineffective and (ii) if any notice of borrowing requests a borrowing of Adjusted LIBOR Rate Loans, such borrowing shall be made as a borrowing of Adjusted Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.”

 

 

 

 

 

 

[Remainder of this page is intentionally left blank; signature page follows.]

If the foregoing is satisfactory to you, please sign the form of acceptance below and return a signed counterpart hereof to the Company.

	Very truly yours,
	ADAC-STRATTEC, LLC
(SEAL)	By:		/s/ Patrick J. Hansen
	Name:		Patrick J. Hansen
	Title:		Executive Manager

Agreed to as of the date first above written.

	BMO HARRIS BANK N.A.
	By:	/s/ Mark Czarnecki
	Name:	Mark Czarnecki
	Title:	Senior Vice President

ACKNOWLEDGEMENT AND CONSENT OF GUARANTOR

The undersigned Guarantor hereby consents to the foregoing Amendment No. 7 to Credit Agreement and agrees that its Corporate Guarantee Agreement dated as of June 28, 2012, and all collateral or security therefor, if any, shall remain in full force and effect after giving effect to the foregoing Amendment.

 

Dated as of the date first above written.

	STRATTEC SECURITY CORPORATION
	By:		/s/ Frank J. Krejci
	Name:		Frank J. Krejci
	Title:		President and Chief Executive Officer