8-K - MEC - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 31, 2022

Mayville Engineering Company, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	001-38894	39-0944729
(State or other jurisdiction<br><br><br>of incorporation)	(Commission<br><br><br>File Number)	(IRS Employer<br><br><br>Identification No.)

715 South Street, Mayville, Wisconsin 53050

(Address of principal executive offices, including zip code)

(920) 387-4500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

☐	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)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

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

Title of each class	Trading<br><br><br>Symbol(s)	Name of each exchange<br><br><br>on which registered
Common Stock, no par value	MEC	New York Stock Exchange

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On March 31, 2022, Mayville Engineering Company, Inc. (the “Company”) entered into an amendment (the “Fourth Amendment”) to the Amended and Restated Credit Agreement, dated as of September 26, 2019, by and among the Company, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as Administrative Agent for the lenders (the “Agent”), and Wells Fargo Securities, LLC, as Sole Lead Arranger and Sole Bookrunner, as previously amended to date (the “Credit Agreement”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Credit Agreement. The Fourth Amendment allows the Company to incur up to $65 million of Capital Expenditures in 2022 (as opposed to the $35 million limit that was in place for 2022 prior to the Fourth Amendment) and revises the definition of Consolidated EBITDA to add back certain restructuring and impairment charges.

Certain lender parties to the Credit Agreement and certain of their respective affiliates have performed in the past, and may from time to time perform in the future, commercial banking, investment banking and other financial advisory services for the Company and its affiliates for which they have received, and/or will receive, customary fees and expenses.

The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is attached hereto as Exhibit 10 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
---	---
(c)	Not applicable.
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(d)	Exhibits. The exhibit listed in the exhibit index below is being filed herewith.
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EXHIBIT INDEX

Exhibit<br>Number
10	Fourth Amendment, dated as of March 31, 2022, to the Amended and Restated Credit Agreement, dated as of September 26, 2019, by and among Mayville Engineering Company, Inc., the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent for the lenders.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	MAYVILLE ENGINEERING COMPANY, INC.
Date: April 1, 2022	By:	/s/ Todd M. Butz
		Todd M. Butz
		Chief Financial Officer

mec-ex10_7.htm

EXHIBIT 10

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is made as of March 31, 2022 (the “Fourth Amendment Effective Date”), by and among MAYVILLE ENGINEERING COMPANY, INC., a Wisconsin corporation (“Borrower”), the lenders party to this Amendment (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

NOW, THEREFORE, IN CONSIDERATION of the recitals and the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, it is hereby agreed that:

ARTICLE I DEFINITIONS

1.1Amendment. “Amendment” shall mean this Fourth Amendment to Amended and Restated Credit Agreement.

1.2Credit Agreement. “Credit Agreement” shall mean the Amended and Restated Credit Agreement dated as of September 26, 2019, by and among the Borrower, the Lenders, and the Administrative Agent, together with the Exhibits and Schedules attached thereto as amended by the First Amendment to Amended and Restated Credit Agreement dated as of January 6, 2020, and effective as of December 31, 2019, and the Second Amendment to Amended and Restated Credit Agreement dated as of June 30, 2020.

1.3Other Terms. Unless otherwise defined herein, the other capitalized terms used in this Amendment shall have the definitions in the Credit Agreement.

ARTICLE II AMENDMENT

The Credit Agreement is amended as follows:

2.1Section 1.1 - Definitions. The following definition in Section 1.1 of the Credit Agreement is amended and restated to read as follows:

“Consolidated EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP: (a) Consolidated Net Income for such period plus (b) the sum of the following, without duplication, to the extent deducted in determining Consolidated Net Income for such period: (i) Consolidated Interest Expense for such period, (ii) income tax expense for such period, net of tax refunds, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any non-cash expense component incorporated in ESOP and other stock-based compensation expense recognized for such period, (v) restructuring and impairment charges (net of any related recoveries) relating to a fitness customer contract which shall not exceed a total of $21,000,000, provided such amounts shall only be added back for the periods ending March 31, 2022 through and including June 30, 2023, and (vi) expenses incurred in connection with closing the facility located in Greenwood, South Carolina not to exceed $2,500,000 in the aggregate and related to severance costs, inventory cleanup, asset dispositions, relocating equipment and other wrap-up costs, plus/minus (c) non-cash expenses/income incurred on fair value step-ups relating to Acquisitions, plus/minus (d) non-cash expenses/income from contingent consideration fair value adjustments related to the earn-outs paid in connection with Acquisitions (including without limitation the Defiance Acquisition)

2.2Section 9.14 - Capital Expenditures. Section 9.14 of the Credit Agreement is amended and restated in its entirety to read as follows

SECTION 9.14Capital Expenditures. Permit the aggregate amount of all Capital Expenditures to exceed (a) $65,000,000 for the Fiscal Year ending December 31, 2022 or (b) $35,000,000 for any Fiscal Year thereafter.

ARTICLE III MISCELLANEOUS

3.1Effectiveness. This Amendment shall be effective as of the Fourth Amendment Effective Date upon receipt by the Administrative Agent of each of the following items:

(a)a copy of this Amendment, executed by Borrower, each Lender and the Administrative Agent;

(b)a Guarantor reaffirmation in the form attached hereto executed by each Subsidiary Guarantor; and

(d)such other items as may be required by the Administrative Agent.

3.2Continuance of Credit Agreement. Except as specifically amended by this Amendment, the Credit Agreement and all other documents, instruments and materials executed and delivered pursuant to the Credit Agreement shall remain in full force and effect.

3.3Security Documents. All of the Secured Obligations, as amended by this Amendment, are secured by all of the Security Documents.

3.4Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.

3.5Loan Document; Governing Law; Jurisdiction, Etc. This Amendment is a “Loan Document” as defined in the Credit Agreement and is subject to all terms and provisions of the Credit Agreement, including, without limitation, Sections 12.5 and 12.6 of the Credit Agreement.

3.6Fees and Expenses. The Borrower shall pay all fees and expenses of the Administrative Agent in connection with this Amendment, including reasonable legal fees and expenses.

[Signature pages to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to Amended and Restated Credit Agreement as of the date first written above.

MAYVILLE ENGINEERING COMPANY, INC.,
As Borrower
By:	/s/ Todd M. Butz
Name:	Todd M. Butz
Title:	Chief Financial Officer, Secretary and Treasurer