SAIA 8-K
Saia Inc (SAIA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
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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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Trading |
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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 December 9, 2024, Saia, Inc. (the “Company”), and certain of its subsidiaries, entered into an amendment (“Amendment No. 2”) to its credit agreement dated February 3, 2023, with JPMorgan Chase, N.A. as Administrative Agent, and the other lenders and agents party thereto, as previously amended by Amendment No. 1, dated as of October 31, 2023 (collectively, the “Credit Agreement”).
Amendment No. 2 increases commitments under the Credit Agreement by $300 million to an aggregate commitment of $600 million and expands the accordion feature, subject to certain conditions and availability of lender commitments, from $150 million to $300 million. Amendment No. 2 also extends the maturity date of the Credit Agreement from February 3, 2028, to December 9, 2029.
Borrowings under the Credit Agreement bear interest at the Company’s election at a variable rate equal to (a) one, three or six month term SOFR (the forward-looking secured overnight financing rate) plus 0.10%, or (b) an alternate base rate, in each case plus an applicable margin. Amendment No. 2 adjusts the applicable margin such that the applicable margin is now between 1.25% and 2.00% per annum for term SOFR loans and between 0.25% and 1.00% per annum for alternate base rate loans, in each case based on the Company’s consolidated net lease adjusted leverage ratio. Amendment No. 2 also modifies the fees that the Company accrues based on the daily unused portion of the credit facility, which will now range between 0.175% and 0.30% based on the Company’s consolidated net lease adjusted leverage ratio.
The foregoing description of Amendment No. 2 to the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits |
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10.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
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SAIA, INC. |
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Date: December 10, 2024 |
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/s/ Kelly W. Benton |
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Kelly W. Benton |
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Vice President and Chief Accounting Officer (Principal Accounting Officer) |
AMENDMENT NO. 2 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is made as of December 9, 2024, by and among Saia Inc., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under and in connection with that certain Credit Agreement, dated as of February 3, 2023, by and among the Borrower, the other Loan Parties parties thereto, the financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of October 31, 2023, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Borrower has requested that the Lenders increase the current Commitments under the Credit Agreement by an additional $300,000,000, such that the aggregate amount of the Lenders’ Commitments under the Credit Agreement will be $600,000,000;
WHEREAS, in connection therewith, the Borrower has requested that the Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement; and
WHEREAS, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent have so agreed on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent hereby agree to enter into this Amendment.
1. Amendments to the Credit Agreement. Effective as of the date hereof, and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the parties hereto agree that:
(a) the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth in the Credit Agreement attached hereto as Exhibit A; and
(b) Schedule 2.01A (Commitments), Schedule 2.01B (Swingline Commitments) and Schedule 2.01C (Letter of Credit Commitments) of the Credit Agreement are hereby replaced in its entirety with Schedule 2.01A, Schedule 2.01B and Schedule 2.01C, respectively, attached hereto as Exhibit B.
2. Conditions of Effectiveness.
The effectiveness of this Amendment on the date hereof is subject to the following conditions precedent:
3. Representations and Warranties of the Loan Parties.
Each Loan Party hereby represents and warrants as follows:
(a) The execution and delivery by such Loan Party of this Amendment, and the performance by such Loan Party of its obligations under this Amendment and the Credit Agreement as modified hereby, are each within such Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational action.
(b) This Amendment and the Credit Agreement as modified hereby constitute legal, valid and binding obligations of such Loan Party and are enforceable against such Loan Party in accordance with
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their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(c) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties were true and correct in all material respects on and as of such prior date, provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof.
4. Reference to and Effect on the Credit Agreement.
(a) This Amendment shall constitute a Loan Document.
(b) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.
(c) Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed without in any way limiting the foregoing, this Amendment shall not constitute a novation of the Loan Documents.
(d) Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.
5. Governing Law.
This Amendment shall be construed in accordance with and governed by the law of the State of New York.
6. Headings.
Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
7. Counterparts.
This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Section 9.06 of the Credit Agreement shall apply to this Amendment mutatis mutandis.
[Signature pages follow]
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
SAIA, INC., as the Borrower |
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By: |
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Name: Matthew Batteh |
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Title: Executive Vice President, Chief Financial Officer and Secretary |
SAIA MOTOR FREIGHT LINE, LLC, as a Loan Party |
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By: |
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Name: Matthew Batteh |
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Title: Executive Vice President, Chief Financial Officer and Secretary |
SAIA SALES, LLC, as a Loan Party |
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By: |
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Name: Matthew Batteh |
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Title: Executive Vice President, Chief Financial Officer and Secretary |
SAIA TL PLUS, LLC, as a Loan Party |
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By: |
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Name: Matthew Batteh |
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Title: Executive Vice President, Chief Financial Officer and Secretary |
LINKEX, INC., as a Loan Party |
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By: |
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Name: Matthew Batteh |
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Title: Executive Vice President, Chief Financial Officer and Secretary |
Signature Page to Amendment No. 2 to Credit Agreement
SAIA LOGISTICS, LLC, as a Loan Party |
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By: |
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Name: Matthew Batteh |
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Title: Executive Vice President, Chief Financial Officer and Secretary |
Signature Page to Amendment No. 2 to Credit Agreement
JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent and a Lender |
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By: |
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Name: |
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Title: |
Signature Page to Amendment No. 2 to Credit Agreement
BANK OF AMERICA, N.A., as a Lender |
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By: |
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Name: |
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Title: |
Signature Page to Amendment No. 2 to Credit Agreement
BOKF, NA dba Bank of Oklahoma, as a Lender |
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By: |
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Name: |
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Title: |
Signature Page to Amendment No. 2 to Credit Agreement
PNC BANK, NATIONAL ASSOCIATION, as a Lender |
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By: |
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Name: |
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Title: |
Signature Page to Amendment No. 2 to Credit Agreement
Exhibit A
Amended Credit Agreement
[Attached]
Exhibit B
Amended Schedules 2.01A, 2.01B, and 2.01C of the Credit Agreement
[Attached]
Schedule 2.01A
Commitments
Lender
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Commitment |
JPMorgan Chase Bank, N.A. |
$175,000,000.00 |
Bank of America, N.A. |
$175,000,000.00 |
BOKF, NA dba Bank of Oklahoma |
$125,000,000.00 |
PNC Bank, National Association |
$125,000,000.00 |
Total |
$600,000,000.00 |
Schedule 2.01A
Schedule 2.01B
Swingline Commitments
Swingline Lender
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Swingline Commitment |
JPMorgan Chase Bank, N.A. |
$50,000,000.00 |
Total |
$50,000,000.00 |
Schedule 2.01B
Schedule 2.01C
Letter of Credit Commitments
As of the Amendment No. 2 Effective Date, (x) the Letter of Credit Commitment is $200,000,000, which amount is to be associated among the Issuing Banks as determined by the Borrower and the applicable Issuing Bank, and (y) JPMorgan Chase Bank, N.A. and BOKF, NA dba Bank of Oklahoma are the Issuing Banks.
Schedule 2.01C