8-K
TRANSCAT INC (TRNS)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 29, 2025
| Transcat, Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Ohio | 000-03905 | 16-0874418 |
| --- | --- | --- |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 35 Vantage Point Drive, Rochester, New York | 14624 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant's<br> telephone number, including area code (585) 352-7777 | ||
| --- | ||
| (Former<br> 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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material<br> pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, $0.50 par value | TRNS | Nasdaq Global Market |
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. |
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On July 29, 2025, Transcat, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) with a group of three lenders which establishes a new five-year $150.0 million secured revolving credit facility (the “Credit Facility”). Manufacturers and Traders Trust Company (“M&T”) acts as administrative agent for the Credit Facility. The Credit Facility replaces the Company’s existing $80.0 million credit facility with M&T (the “Replaced Facility”), which was terminated as of July 29, 2025.
Borrowing options under the Credit Facility include: (i) a revolving loan option; (ii) a swingline loan option; and (iii) letters of credit, each of which is provided on a committed basis. Amounts borrowed and repaid may be re-borrowed subject to availability under the Credit Facility. The Credit Facility matures on July 29, 2030, at which time all borrowings thereunder will terminate and become payable.
Any Base Rate Loan or Swingline Loan under the Credit Facility will bear interest at the Base Rate plus the Applicable Margin. Any SOFR Loan will bear interest at the daily simple SOFR rate plus the Applicable Margin. The Applicable Margin is based on the Company’s then-current leverage ratio. Under the Credit Facility, the Applicable Margin was reduced for most levels of leverage ratio for comparable categories of borrowings under the Replaced Facility. The Applicable Margin ranges from 0.00% to 0.75% for Base Rate Loans and 1.00% to 1.75% for SOFR Loans.
Accrued interest on each loan under the Credit Facility is payable in arrears on each interest payment date and upon termination of the Credit Facility. If any principal of or interest on any loan or any fee or other amount payable by the Company is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest at a rate per annum equal to (i) 3% plus the rate otherwise applicable to the borrowing; or (ii) in the case of any amount for which an interest rate is not specified, 3% plus the rate applicable to Base Rate Loans.
In addition, the Company will pay a commitment fee, payable quarterly in arrears, calculated by multiplying the daily unused amount of the Credit Facility during the term of the Credit Facility by the Applicable Margin, which ranges from 0.100% to 0.200% for the commitment fee.
Consistent with the Replaced Facility, the leverage ratio covenant under the Credit Facility requires the Company to maintain its ratio of outstanding indebtedness to consolidated EBITDA to be no greater than 3.00 to 1.00. The Credit Facility now permits a temporary increase to the leverage ratio covenant in the event of a Material Permitted Acquisition, as defined in the Credit Agreement. The Credit Facility also requires the Company to maintain a Fixed Charge Coverage Ratio of no less than 1.20 to 1.00.
The other terms of the Credit Facility are substantially similar to the terms of the Replaced Facility, including customary covenants which, among other things, include certain restrictions on the Company’s ability to borrow, to grant liens or other encumbrances, to enter into sale and leaseback transactions and to enter into consolidations, mergers and transfers of all or substantially all of its assets.
The Credit Facility contains customary events of default that would permit the lenders to accelerate the loans, which events of default include, among other things, the failure to make timely payments under the Credit Facility or other material indebtedness, the failure to satisfy covenants, and specified events including bankruptcy and insolvency.
The Company’s U.S. subsidiaries have guaranteed the payment by the Company of all indebtedness and obligations of the Company under the Credit Facility. Borrowings under the Credit Facility may be used to refinance the Replaced Facility, for Permitted Acquisitions, and to provide for working capital and general corporate purposes.
The Credit Facility was arranged by M&T and Wells Fargo Bank, N.A. as joint lead arrangers and joint bookrunners, and M&T as documentation agent. Certain lenders under this Credit Facility, and their respective affiliates, have performed, and may in the future perform for the Company, various commercial banking, investment banking, underwriting, and other financial advisory services, for which they have received, and will continue to receive in the future, customary fees and expenses.
Terms used herein and otherwise not defined have the meanings given them in the Credit Agreement. The foregoing summary of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Credit Agreement, which will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
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To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
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On July 29, 2025, the Company issued a press release announcing entry into the Credit Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
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(d)Exhibits.
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press release dated<br> July 29, 2025 |
| 104 | Cover Page Interactive<br> 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.
| TRANSCAT, INC. | ||
|---|---|---|
| Dated:<br> July 29, 2025 | By: | /s/<br> Thomas L. Barbato |
| Name: | Thomas<br> L. Barbato | |
| Title: | Senior<br> Vice President of Finance and Chief Financial Officer |
Exhibit 99.1
Transcat Closes New 5-Year $150 Million SyndicatedSecured Credit Facility with M&T Bank
Increased Credit Capacity Provides Capital Resourcesto Execute on Acquisition and Growth Strategies
Nearly Doubles Access to Available Capital andProvides Greater Financial Flexibility
**ROCHESTER, NY – July 29, 2025 –**Transcat, Inc. (Nasdaq: TRNS) (“Transcat” or the “Company”), a leader in test measurement, control and calibration, today announced the successful closing of a new 5-year $150 million secured credit facility with a syndicate led by Manufacturers and Traders Trust Company (“M&T”), a leading superregional bank known for its commitment to fostering economic growth, and includes additional lenders Wells Fargo Bank, N.A. (“Wells Fargo”) and Bank of America, N.A. (“Bank of America”), replacing the existing $80 million credit facility with M&T which has been terminated.
The new credit facility includes a $150 million revolving credit facility (“Credit Facility”). Borrowing options under the Credit Facility include a revolving loan option, a swingline loan option, and letters of credit, each of which is provided on a committed basis, and now permits a temporary increase to the leverage ratio covenant in the event of a material permitted acquisition. Any Base Rate Loan or Swingline Loan under the Credit Facility will bear interest at the Base Rate plus the Applicable Margin. Any SOFR Loan will bear interest at the daily simple SOFR rate plus the Applicable Margin. Borrowings under the credit facility may be used to refinance the replaced facility, for permitted acquisitions, and to provide for working capital and general corporate purposes.
“M&T has been a long-term and reliable financing partner to help increase our borrowing power and access to capital, and we are very pleased to now have two additional top-tier lenders, Wells Fargo and Bank of America, take part in this credit facility,” said Tom Barbato, CFO of Transcat. “This facility has been used to repay our existing credit facility with M&T, and along with our existing free cash flow, is intended to help meet our anticipated capital resources needs to fund future strategic acquisitions and support other internal initiatives, all focused on meeting the demands of our aggressive growth trajectory for the foreseeable future.
“The level of interest from the various banks was a testament to Transcat’s long-term, proven track record of growth and enhanced profitability. The terms and options of the new facility provide greater financial flexibility to invest in internal initiatives and support our next phase of planned business acquisitions. This marks another important milestone for our company as we continue to deliver on our strategic growth objectives and strive to create sustainable, long-term value for our shareholders. We appreciate the strong support and confidence provided by M&T, Wells Fargo, and Bank of America,” concluded Barbato.
Steve Epping, M&T Bank Rochester Regional President and Executive Vice President for Commercial Banking, added, “M&T Bank is proud to support Transcat as they pursue accelerated growth, expand their
reach and continue to meet urgent industry needs for mission-critical, accredited calibration services and equipment. We are honored to serve as a trusted partner and contribute to this next chapter of Transcat’s journey.”
M&T and Wells Fargo are joint lead arrangers and joint bookrunners.
About M&T Bank
M&T Bank Corporation is a financial holding company headquartered in Buffalo, New York. M&T's principal banking subsidiary, M&T Bank, provides banking products and services in 12 states across the eastern U.S. from Maine to Virginia and Washington, D.C. Trust-related services are provided in select markets in the U.S. and abroad by M&T's Wilmington Trust-affiliated companies and by M&T Bank. For more information on M&T Bank, visit www.mtb.com.
About Transcat
Transcat, Inc. is a leading provider of accredited calibration, reliability, maintenance optimization, quality and compliance, validation, Computerized Maintenance Management System (CMMS), and pipette services. The Company is focused on providing best-in-class services and products to highly regulated industries, particularly the Life Science industry, which includes pharmaceutical, biotechnology, medical device, and other FDA-regulated businesses, as well as aerospace and defense, and energy and utilities. Transcat provides periodic on-site services, mobile calibration services, pickup and delivery, in-house services at its 33 Calibration Service Centers strategically located across the United States, Puerto Rico, Canada, and Ireland. Inclusive of customer embedded locations and other field offices, we operate out of more than 50 locations. The breadth and depth of measurement parameters addressed by Transcat’s ISO/IEC 17025 scopes of accreditation are believed to be the best in the industry.
Transcat also operates as a leading value-added distributor that markets, sells, and rents new and used national and proprietary brand instruments to customers primarily in North America. The Company believes its combined Service and Distribution segment offerings, experience, technical expertise, and integrity creates a unique and compelling value proposition for its customers.
Transcat’s strategy is to leverage its strong brand and unique value proposition that includes its comprehensive instrument service capabilities, enterprise asset management, and leading distribution platform to drive organic sales growth. The Company will also look to expand its addressable calibration market through acquisitions and capability investments to further realize the inherent leverage of its business model. More information about Transcat can be found at: Transcat.com.
Safe Harbor Statement
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact and thus are subject to risks, uncertainties and assumptions. Forward-looking statements relate to expectations, estimates, beliefs, assumptions and predictions of future events and are identified by words such as “anticipates,” “believes,” “expects,” “focus,” “intends,” “may,” “plan,” “objective,” “outlook,” “potential,” “strategy,” “strive,” “will,” and other similar words. All statements addressing operating performance, events or developments that Transcat expects or anticipates will occur in the future, including but not limited to statements relating to anticipated revenue, profit margins, sales operations, capital
expenditures and capital resource needs, cash flows, operating income, growth strategy, potential acquisitions, market position, outlook and changes in market conditions in the industries in which Transcat operates are forward-looking statements. Forward-looking statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties include those more fully described in Transcat’s Annual Report and Quarterly Reports filed with the Securities and Exchange Commission, including under the heading entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company’s forward-looking statements, which speak only as of the date they are made. Except as required by law, the Company disclaims any obligation to update, correct or publicly announce any revisions to any of the forward-looking statements contained in this news release, whether as the result of new information, future events or otherwise.
Investor Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
949-491-8235
TRNS@mzgroup.us
www.mzgroup.us