07/02/2026 | Press release | Distributed by Public on 07/02/2026 06:17
| Item 1.01 |
Entry into a Material Definitive Agreement. |
Third Amended and Restated Credit Agreement
On June 29, 2026, Gentherm Incorporated, a Michigan corporation ("Gentherm"), together with its direct and indirect subsidiaries Gentherm (Texas), Inc., a Texas corporation ("Gentherm Texas"), Gentherm Medical, LLC, an Ohio limited liability company ("Gentherm Medical" and, together with Gentherm and Gentherm Texas, the "US Borrowers"), Gentherm GmbH, a German limited liability company ("Gentherm Germany"), and Gentherm Präzision SE, a European public limited-liability company (Societas Europaea) having its corporate seat in Germany (together with Gentherm Germany, the "German Borrowers"; the German Borrowers, together with the US Borrowers, the "Borrowers"), entered into a Third Amended and Restated Credit Agreement (the "Credit Agreement") with the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer. The Credit Agreement amends and restates in its entirety the Second Amended and Restated Credit Agreement, dated as of June 10, 2022, as amended, by and among Gentherm, certain of its direct and indirect subsidiaries as borrower , the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer.
The Credit Agreement provides for a $550 million secured five-year revolving credit facility (the "Revolving Credit Facility") for the Borrowers, with a $50 million sublimit for swing line loans and a $30 million sublimit for the issuance of letters of credit.
The obligations under the Credit Agreement are unconditionally guaranteed by certain of Gentherm's wholly-owned domestic subsidiaries, subject to customary exceptions, and are secured by substantially all of the assets of the US Borrowers and such guarantors, subject to customary exceptions. The German Borrowers and certain other foreign subsidiaries guarantee the obligations of the non-U.S. loan parties under the Credit Agreement.
Borrowings under the Revolving Credit Facility bear interest, at the Borrowers' option, at either (i) term SOFR, the term CORRA rate, EURIBOR or SONIA (depending on the currency of the borrowing) plus a margin in a range of 1.125% to 2.000% per annum (based on the consolidated net leverage ratio of Gentherm and its subsidiaries from time to time) or (ii) the base rate plus a margin in a range of 0.125% to 1.000% per annum (based on the consolidated net leverage ratio of Gentherm and its subsidiaries from time to time). The Borrowers also pay a commitment fee with respect to the Revolving Credit Facility on a quarterly basis at a rate in a range of 0.150% to 0.250% per annum (based on the consolidated net leverage ratio of Gentherm and its subsidiaries from time to time).
The Credit Agreement contains customary affirmative and negative covenants, including restrictions on liens, investments, indebtedness, fundamental changes, dispositions, restricted payments, changes in nature of business, transactions with affiliates, burdensome agreements, use of proceeds, amendments of organizational documents, material IP rights, accounting changes, prepayments of junior indebtedness, sanctions and anti-corruption laws. The Credit Agreement also requires that Gentherm maintain a minimum consolidated interest coverage ratio and a maximum consolidated net leverage ratio. The Credit Agreement additionally contains customary events of default.
The foregoing description of the Credit Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Credit Agreement, which is filed herewith as Exhibit 10.1 and is 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 disclosure set forth in Item 1.01 above is incorporated herein by reference.