SPX Technologies Inc.

09/11/2025 | Press release | Distributed by Public on 09/11/2025 14:16

Material Agreement (Form 8-K)

Item 1.01. Entry Into a Material Definitive Agreement.

On September 9, 2025 (the "Third Amendment Effective Date"), SPX Enterprises, LLC ("SPXE"), a wholly owned subsidiary of SPX Technologies, Inc. (the "Company"), as the U.S. borrower, entered into a Third Amendment to Amended and Restated Credit Agreement and Amendment to Amended and Restated Guarantee and Collateral Agreement (the "Third Amendment") with Bank of America, N.A., as administrative agent (the "Administrative Agent"), the lenders party thereto, and certain domestic subsidiaries of the Company, as guarantors, which amends the Amended and Restated Credit Agreement (as previously amended, the "Existing Credit Agreement"), dated as of August 12, 2022 (as amended by the Third Amendment, the "Amended Credit Agreement"), among the Company, as parent, SPXE, as the U.S. borrower, the foreign subsidiary borrowers party thereto, the lenders party thereto, Deutsche Bank AG, as foreign trade facility agent, and the Administrative Agent. The Amended Credit Agreement provides for committed senior secured financing in the aggregate amount of $2.025 billion, consisting of the following facilities (collectively, the "Senior Credit Facilities"), each with a final maturity of September 9, 2030:

· A term loan facility in the aggregate principal amount of $500 million;
· A multicurrency revolving credit facility, which will be available for loans and letters of credit in Dollars, Euro, Sterling and other currencies, in an aggregate principal amount up to the equivalent of $1.5 billion (with sublimits equal to the equivalents of $200 million for financial letters of credit, $50 million for non-financial letters of credit, and $250 million for non-U.S. exposure); and
· A bilateral foreign credit instrument facility, which will be available for performance letters of credit and bank undertakings, in an aggregate principal amount in various currencies up to the equivalent of $25 million.

SPXE also may seek additional commitments, without consent from the existing lenders, to add incremental term loan facilities and/or increase the commitments in respect of the revolving credit facility and/or the bilateral foreign credit instrument facility by up to an aggregate principal amount not to exceed (x) the greater of (i) $500 million and (ii) the amount of Consolidated EBITDA (as defined in the Amended Credit Agreement) for the four fiscal quarters ended most recently before the date of determination, plus (y) an unlimited amount so long as, immediately after giving effect thereto, the Company's Consolidated Senior Secured Leverage Ratio (defined in the Amended Credit Agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings, or analogous instruments and net of unrestricted cash and cash equivalents) at the date of determination secured by liens to Consolidated EBITDA for the four fiscal quarters ended most recently before such date) does not exceed 3.00:1.00, plus (z) an amount equal to all voluntary prepayments of the term loan facility and voluntary prepayments accompanied by permanent commitment reductions of the revolving credit facility and foreign credit instrument facility.

SPXE is a borrower under each of the Senior Credit Facilities, and SPXE may designate certain foreign subsidiaries to be borrowers under the revolving credit facility and the foreign credit instrument facility. There are no foreign subsidiary borrowers as of the Third Amendment Effective Date. All borrowings and other extensions of credit under the Senior Credit Facilities are subject to the satisfaction of customary conditions, including absence of defaults and accuracy in material respects of representations and warranties. The proceeds of the initial borrowings will be used to repay indebtedness outstanding under the Existing Credit Agreement.

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