SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2018

 

 

Universal Stainless & Alloy Products, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		000-25032		25-1724540
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

600 Mayer Street, Bridgeville, Pennsylvania				15017
(Address of principal executive offices)				(Zip code)

Registrant’s telephone number, including area code: (412) 257-7600

 

 

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 (see General Instruction A.2.):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12)

 

☐	Pre–commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b))

 

☐	Pre–commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.  ☐

 

 

 

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Item 1.01.

Entry into a Material Definitive Agreement.

On May 18, 2018, Universal Stainless & Alloy Products, Inc. (the “Company”) entered into a letter agreement with PNC Bank, National Association, as a lender and as administrative agent and co-collateral agent, and Bank of America, N.A., as a lender and as co-collateral agent, with respect to the Company’s revolving credit, term loan and security agreement (the “Letter Agreement”). Pursuant to the terms of the Letter Agreement, the first $30.0 million of any net cash proceeds received by the Company from the issuance of equity securities through and including June 30, 2018 will be applied (i) first, to the outstanding principal amount under the Company’s senior secured revolving credit facility, (ii) second, to the outstanding principal amount under the Company’s senior secured term loan facility and (iii) third, to any remaining amounts outstanding under the Company’s senior secured credit facility. The Letter Agreement also provides that the Company’s borrowing availability under the Company’s senior secured revolving credit facility will be reduced after any such application of net proceeds from the issuance of equity securities by an amount equal to 50% of any such net cash proceeds that are applied to the outstanding principal amount under the Company’s senior secured revolving credit facility.

The foregoing is a description of the material terms and conditions of the Letter Agreement and is not a complete discussion of the Letter Agreement. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 8.01.

Other Events.

Public Offering

On May 24, 2018, the Company issued a press release announcing its intention to offer shares of the Company’s common stock, $0.001 par value per share, in an underwritten public offering. The Company’s press release announcing this intention is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Investor Presentations

The investor presentation slides filed as Exhibit 99.2 to this Current Report on Form 8-K have been prepared for investor presentations made by senior management of the Company from time to time and are incorporated herein by reference. The slides will be available on the Company’s website at www.univstainless.com. Information contained on the Company’s website is not incorporated by reference into this Current Report on Form 8-K.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

10.1		Letter Agreement, dated May 18, 2018, among Universal Stainless  & Alloy Products, Inc., the other borrowers party thereto, PNC Bank, National Association, as a lender and as administrative agent and co-collateral agent, and Bank of America, N.A., as a lender and as co-collateral agent.
99.1		Press Release dated May 24, 2018.
99.2		Investor presentation slides.

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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.

 

Dated: May 24, 2018

Exhibit 10.1

May 18, 2018

Universal Stainless & Alloy Products, Inc.

600 Mayer Street

Bridgeville, PA 15017

Attention: Mr. Christopher T. Scanlon, Chief Financial Officer

 

Re:

Credit facility provided to Universal Stainless & Alloy Products, Inc., a Delaware corporation (“Universal”), Dunkirk Specialty Steel, LLC, a Delaware limited liability company (“Dunkirk”) and North Jackson Specialty Steel, LLC, a Delaware limited liability company (“North Jackson”) (Universal, Dunkirk and North Jackson, collectively, the “Borrowers”, and each a “Borrower”), by PNC Bank, National Association (“PNC”), various other financial institutions from time to time (PNC and such other financial institutions are each a “Lender” and collectively, the “Lenders”), PNC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and PNC and Bank of America, N.A., as co-collateral agents for the Lenders (collectively, the “Co-Collateral Agents”)

Dear Mr. Scanlon:

Reference is made to that certain Revolving Credit, Term Loan and Security Agreement, dated as of January 21, 2016, by and among the Borrowers, the Lenders party thereto, the Administrative Agent and the Co-Collateral Agents (as amended, modified, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.

Notwithstanding the provisions of Section 2.20(b) to the Credit Agreement, the Borrowers, the Administrative Agent and the Lenders hereby agree that (i) any net cash proceeds received by any Loan Party on or after the date of this letter through and including June 30, 2018 that are required to be repaid by such Loan Party and applied to the Advances pursuant to Section 2.20(b) of the Credit Agreement (other than net cash proceeds received in respect of the issuance or other incurrence of Indebtedness), in an aggregate amount not to exceed $30,000,000.00, shall be applied (x) first, to the outstanding principal amount of the Revolving Advances, (y) second, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof and (z) third, to the remaining Advances in such order as Administrative Agent may determine and (ii) the Co-Collateral Agents shall institute reserves pursuant to sub-clause (v) of clause (y) of Section 2.1(a)(A) of the Credit Agreement in an amount equal to fifty percent (50%) of any net cash proceeds received and applied to the Revolving Advances pursuant to the foregoing clause (i).

The agreements and consents contained herein shall be limited to the specific agreements and consents made herein. Except as otherwise modified herein, all other terms and conditions of the Credit Agreement and the other Loan Documents continue in full force and effect and are unmodified by this letter.

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If the foregoing terms and conditions are acceptable to you, please indicate your acceptance by signing in the spaces indicated below. This letter agreement shall constitute a rider to and form a part of the Credit Agreement, as the same may be amended, modified or supplemented from time to time.

 

 

Consented and agreed to as of the first datewritten above:

 

Universal Stainless & Alloy Products, Inc.
By:		/s/ Christopher T. Scanlon
Name:		Christopher T. Scanlon
Title:		CFO and Treasurer

 

Dunkirk Specialty Steel, LLC
By:		/s/ Christopher T. Scanlon
Name:		Christopher T. Scanlon
Title:		Executive Officer

 

North Jackson Specialty Steel, LLC
By:		/s/ Christopher T. Scanlon
Name:		Christopher T. Scanlon
Title:		Treasurer

Exhibit 99.1

 

 

CONTACTS:		Dennis Oates		Christopher T. Scanlon		June Filingeri
		Chairman,		VP Finance, CFO		President
		President and CEO		and Treasurer		Comm-Partners LLC
		(412) 257-7609		(412) 257-7662		(203) 972-0186

FOR IMMEDIATE RELEASE

UNIVERSAL STAINLESS ANNOUNCES COMMON STOCK OFFERING

BRIDGEVILLE, PA, May 24, 2018 — Universal Stainless & Alloy Products, Inc. (the “Company”) (Nasdaq: USAP) announced today its intention to offer, subject to market and other conditions, shares of common stock in an underwritten registered public offering. The Company expects to grant the underwriter a 30-day option to purchase additional shares of common stock in an amount up to 15% of the number of shares of common stock to be offered.

The Company intends to use the net proceeds from the offering to repay amounts outstanding under the Company’s senior secured revolving credit facility.

Cowen and Company, LLC is acting as the sole book-running manager for the offering.

The offering of these securities is being made pursuant to an effective shelf registration statement. The offering will be made only by means of a prospectus supplement and the accompanying prospectus. Copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained by sending a request to: Cowen and Company, LLC, c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, or by telephone at (631) 274-2806 or by accessing the SEC’s website, www.sec.gov.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Universal Stainless & Alloy Products, Inc.

The Company, established in 1994 and headquartered in Bridgeville, PA, manufactures and markets semi-finished and finished specialty steels, including stainless steel, nickel alloys, tool steel and certain other alloyed steels. The Company’s products are used in a variety of industries, including aerospace, power generation, oil and gas, and heavy equipment manufacturing. More information is available at www.univstainless.com.

Forward-Looking Information Safe Harbor

Except for historical information contained herein, the statements in this release are forward-looking statements that are made pursuant to the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to differ materially from forecasted results. Those risks include, among others, the Company’s ability to maintain its relationships with its significant customers and market segments; the Company’s response to competitive factors in its industry that may adversely affect the

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market for finished products manufactured by the Company or its customers; the Company’s ability to compete successfully with domestic and foreign producers of specialty steel products and products fashioned from alternative materials; the demand for the Company’s products and the prices at which the Company is able to sell its products in the aerospace industry, from which a substantial amount of our sales is derived; the Company’s ability to develop, commercialize, market and sell new applications and new products; the receipt, pricing and timing of future customer orders; the impact of changes in the Company’ product mix on the Company’s profitability; the Company’s ability to maintain the availability of raw materials and operating supplies with acceptable pricing; the availability and pricing of electricity, natural gas and other sources of energy that the Company needs for the manufacturing of its products; risks related to property, plant and equipment, including the Company’s reliance on the continuing operation of critical manufacturing equipment; the Company’s success in timely concluding collective bargaining agreements and avoiding strikes or work stoppages; the Company’s ability to attract and retain key personnel; the Company’s ongoing requirement for continued compliance with laws and regulations, including applicable safety and environmental regulations; the ultimate outcome of the Company’s current and future litigation matters; the Company’s ability to meet its debt service requirements and to comply with applicable financial covenants; risks associated with conducting business with suppliers and customers in foreign countries; risks related to acquisitions that the Company may make; the Company’s ability to protect its information technology infrastructure against service interruptions, data corruption, cyber-based attacks or network security breaches; the impact on the Company’s effective tax rates of changes in tax rules, regulations and interpretations in the United States and other countries where it does business; and the impact of various economic, credit and market risk uncertainties. Many of these factors are not within the Company’s control and involve known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to be materially different from any future performance suggested herein. Any unfavorable change in the foregoing or other factors could have a material adverse effect on the Company’s business, financial condition and results of operations. Further, the Company operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond the Company’s control. Certain of these risks and other risks are described in the Company’s filings with the Securities and Exchange Commission (SEC) over the last 12 months, copies of which are available from the SEC or may be obtained upon request from the Company.

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