Nacco Industries Inc 8-K, filed Dec 13, 2021
Nacco Industries Inc (NC)
8-K
2021-12-13
For: 2021-12-10
View Original
Added on
April 07, 2026
About this 8-K
Nacco Industries Inc filed this 8-K on December 13, 2021, reporting on events of December 10, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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 | ||
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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:
Securities registered pursuant to Section 12(b) of the Act
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b2 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.
As previously disclosed by NACCO Industries, Inc. ("NACCO") in its Current Report on Form 8-K filed with the Securities and Exchange Commission on November 15, 2021, the Company, through its wholly owned subsidiary, The North American Coal Corporation ("NACoal"), entered into an amended and restated credit agreement with the Guarantors and Lenders, as defined in the credit agreement, and KeyBank National Association as Syndication Agent, PNC Bank National Association as Administrative Agent and KeyBanc Capital Markets Inc. and PNC Capital Markets LLC as Joint Lead Arrangers and Joint Bookrunners, for a four year, $120.0 million secured revolving line of credit (the “Facility”).
On December 10, 2021, NACoal amended the Facility to increase the commitment under the revolver by $30.0 million for an aggregate line of credit of $150.0 million. The other terms and conditions of the Facility remain unchanged.
The foregoing summary of the Facility is qualified in its entirety by reference to the Facility, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference thereto.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is filed herewith:
(d) Exhibits | ||||||||
| 10.1 | ||||||||
| 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.
| Date: | December 13, 2021 | NACCO INDUSTRIES, INC. | ||||||||||||
| By: | /s/ Elizabeth I. Loveman | |||||||||||||
| Elizabeth I. Loveman | ||||||||||||||
| Vice President and Controller | ||||||||||||||
Exhibit 10.1
REVOLVING CREDIT COMMITMENT INCREASE AGREEMENT
This Revolving Credit Commitment Increase Agreement (the "Agreement") is made as of December 10, 2021 by Bank of North Dakota (the "Increasing Lender").
BACKGROUND
Reference is made to that certain Amended and Restated Credit Agreement, among the North American Coal Corporation, a Delaware corporation (the "Borrower"), the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto, and PNC Bank, National Association, as Administrative Agent for the Lenders (hereinafter referred to in such capacity as the "Administrative Agent"), dated as of November 12, 2021 (as further amended, restated, modified or supplemented from time to time, the "Credit Agreement"). Capitalized terms not otherwise defined in this Agreement have the meanings given to them in the Credit Agreement.
AGREEMENT
Reference is made to Section 2.12 [Increase in Revolving Credit Commitments] of the Credit Agreement. The Increasing Lender, the Borrower and the Administrative Agent, intending to be legally bound, hereby agree and acknowledge that effective as of the date hereof, the Increasing Lender shall increase its Revolving Credit Commitment by $30,000,000 so that its total Revolving Credit Commitment shall be $45,000,000.
The Increasing Lender hereby acknowledges that simultaneously with the delivery of this Agreement, the Increasing Lender is receiving a new Note in the amount of the Revolving Credit Commitment as increased under this Agreement. The Borrower also is required to deliver those certificates, resolutions and opinion of counsel required under Section 2.12.1(iv) of the Credit Agreement in form and content satisfactory to the Administrative Agent.
Schedule 1.1(B) hereto sets forth the Commitment of the Increasing Lender and each of the other Lenders after giving effect to the increase set forth in this Agreement. Schedule 1.1(B) to the Credit Agreement is hereby amended and restated effective as of the date hereof as set forth on Schedule 1.1(B) hereto.
[SIGNATURE PAGE FOLLOWS]
[SIGNATURE PAGE TO REVOLVING CREDIT COMMITMENT INCREASE AGREEMENT]
IN WITNESS WHEREOF, the Increasing Lender has duly executed and delivered this Agreement as of the date and year first above written.
BANK OF NORTH DAKOTA
By: /s/Kaylen Hausauer
Name: Kaylen Hausauer
Title: Business Banker
[ACKNOWLEDGEMENT TO REVOLVING
CREDIT COMMITMENT INCREASE AGREEMENT]
CREDIT COMMITMENT INCREASE AGREEMENT]
ACKNOWLEDGED AND AGREED TO:
BORROWER:
THE NORTH AMERICAN COAL CORPORATION
By: /s/Eric A. Dale
Name: Eric A. Dale
Title: Treasurer and Senior Director, Financial Planning & Analysis
[ACKNOWLEDGEMENT TO REVOLVING
CREDIT COMMITMENT INCREASE AGREEMENT]
CREDIT COMMITMENT INCREASE AGREEMENT]
ADMINISTRATIVE AGENT:
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
as Administrative Agent
By: /s/Kyle T. Helfrich
Name: Kyle T. Helfrich
Title: Vice President
SCHEDULE 1.1(B)
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
Page 1 of 2
Part 1 - Commitments of Lenders and Addresses for Notices to Lenders
Lender | Commitment | Ratable Share | ||||||
Name: PNC Bank, National Association Address: PNC Corporate Banking 300 Fifth Avenue, Floor 10 Pittsburgh, PA 15222 Attention: Mahir J. Desai Telephone: (412) 762-4866 Email: mahir.desai@pncbank.com | $55,000,000.00 | 36.666666666% | ||||||
Name: KeyBank National Association Address: 127 Public Square TRAM SL-MO-T12M Cleveland, OH 44114 Attention: Brian Fox Telephone: (216) 689-4599 Telecopy: (216) 689-4649 Email: Brian.Fox@key.com | $40,000,000.00 | 26.666666667% | ||||||
Name: Bank of North Dakota Address: 1200 Memorial HWY Bismarck, ND 58506 Attention: Kaylen Hausauer Telephone: 701-328-5604 Email: krhausauer@nd.gov | $45,000,000.00 | 30.000000000% | ||||||
Name: First National Bank of Pennsylvania Address: One North Shore Centre 12 Federal Street, Suite 500 Pittsburgh, PA 15212 Attention: Robert E. Heuler Telephone: (412) 359-2616 Telecopy: (412) 231-3584 Email: HeulerR@fnb-corp.com | $10,000,000.00 | 6.666666667% | ||||||
| Total | $150,000,000 | 100% | ||||||
SCHEDULE 1.1(B)
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
Page 2 of 2
Part 2 - Addresses for Notices to Borrower:
ADMINISTRATIVE AGENT
Name: PNC Bank, National Association
Address: PNC Corporate Banking
300 Fifth Avenue, Floor 10
Pittsburgh, PA 15222
Attention: Kyle Helfrich
Telephone: (412) 768 0280
With a Copy To:
Agency Services, PNC Bank, National Association
Mail Stop: P7-PFSC-04-I
Address: 500 First Avenue
Pittsburgh, PA 15219
Attention: Agency Services
Telephone: 412 768 0423
Telecopy: 412 762 8672
Mail Stop: P7-PFSC-04-I
Address: 500 First Avenue
Pittsburgh, PA 15219
Attention: Agency Services
Telephone: 412 768 0423
Telecopy: 412 762 8672
BORROWER:
J. Patrick Sullivan, CFO
The North American Coal Corporation
5340 Legacy Drive
The North American Coal Corporation
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1051
pat.sullivan@nacoal.com
Plano, Texas 75024
Fax: 972-387-1051
pat.sullivan@nacoal.com
With a Copy To:
John Neumann, Vice President, General Counsel and Secretary
The North American Coal Corporation
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
The North American Coal Corporation
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
GUARANTORS:
Camino Real Fuels LLC
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
CATAPULT MINERAL PARTNERS, LLC
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
Mississippi Lignite Mining Company
John Neumann, Assistant General Manager
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
John Neumann, Assistant General Manager
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
Mitigate Texas, LLC
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
NAM-IND, LLC
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
NAM-Little River, LLC
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
NAM-Newberry, LLC
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
NAM-Pasco, LLC
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
NAM-Perry, LLC
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
NAM-Rosser, LLC
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
NODAK ENERGY INVESTMENTS CORPORATION
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
North American Mining, LLC
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
North American Coal Royalty Company
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
Otter Creek Mining Company, LLC
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
Red Hills Property Company L.L.C.
John Neumann, Manager
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
John Neumann, Manager
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
Trident Technology Services Group, LLC
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
TRU ENERGY SERVICES, LLC
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
Yockanookany Mitigation Resources, LLC
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com
John Neumann, Assistant Secretary and Associate Counsel
5340 Legacy Drive
Building 1, Suite 300
Plano, Texas 75024
Fax: 972-387-1031
john.neumann@nacoal.com