Amerinac Holding Cor

PAOS
Delayed OTC Bulletin Board - Other OTC - 03/05 03:59:36 pm
50USD
0%

AMERINAC HOLDING CORP. : Entry into a Material Definitive Agreement (form 8-K)

Envoyer par e-mail
03/26/2020 | 09:37 pm

Item 1.01 Entry into a Material Definitive Agreement



On March 20, 2020 (the "Effective Date"), USAC Ross LLC ("USAC Ross") and USAC
WA LLC
("USAC WA"), both wholly owned Delaware limited liability company
subsidiaries of the Company entered into a Purchase and Sale Agreement (the
"Purchase and Sale Agreement") by and among SummitBridge National Investments VI
LLC
("SummitBridge VI") and ABTV, in its capacity as court-appointed receiver
ordered by the Court of Common Pleas of Chester County, Pennsylvania on March 6,
2020
in the Matter of SummitBridge National Investments VI LLC v. Advanced
Metals Group, LLC
et al., Case No. 2020-02461-MJ. USAC Ross and USAC WA were
formed as wholly-owned single member limited liability companies by the Company
on March 3, 2020 and had no operations prior to this transaction.



Pursuant to the Purchase and Sale Agreement, USAC Ross purchased all the
personal property of Advanced Metals Group, LLC, Advanced Aluminum Castings,
LLC
, Advanced Iron Castings, LLC, Ross Aluminum Castings, LLC, US Castings, LLC,
PFRE Properties, LLC, BFRE Properties, LLC, Oberdorfer, LLC, Mabry Acquisition
Company Ltd.
, MFRE Properties Ltd., USCRE Properties, LLC and RCRE, LLC
(collectively, the "Debtors") located in the State of Ohio, in addition to real
property owned by RCRE, LLC in the State of Ohio. Pursuant to the Purchase and
Sale Agreement, USAC WA purchased all of the personal property of the Debtors
located in the State of Washington, in addition to real property owned by USCRE,
Properties, LLC in the State Washington. The purchase price paid by USAC Ross
and USAC WA was $6,167,000.



Prior to the transaction, the Debtors were precision aluminum castings
manufacturers located in Ohio and Washington. The Debtors offered multiple
casting processes as well as in-house heat treating, machining, powder coating
and non-destructive testing. The Debtor's products are used in defense,
aerospace, heavy truck, marine and commercial applications. The Debtors were
ITAR, AS9100, NADCAP and ISO 9001 certified.



To finance the purchase of the assets, on the Effective Date, USAC Ross and USAC
WA entered into a Loan and Security Agreement (the "Loan and Security
Agreement") with SummitBridge VI pursuant to which SummitBridge VI made a two
year term loan in the amount of $6,167,000 to USAC Ross and USAC WA (the "USAC
Term Loan").



The USAC Term Loan has a maturity date of March 20, 2022. The USAC Term Loan
will begin amortizing on the thirteenth (13) month following the Effective Date
pursuant to a seven (7) year amortization schedule with the balance due on the
maturity date. The USAC Term Loan is secured against all of the assets of USAC
Ross and USAC WA. The USAC Term Loan may be prepaid in whole or in part at any
time without any fee, charge or penalty.



The USAC Term Loan bears an interest rate of 9% interest per annum, payable
monthly, beginning the first (1) month after the Effective Date. On the 16-month
anniversary of the Effective Date, the interest rate on the USAC Term Loan will
increase to 15% interest per annum, payable monthly. If the USAC Term Loan is
prepaid in full on or before the nine (9) month anniversary of the Effective
Date, the principal amount will be reduced by $500,000. If the USAC Term Loan is
prepaid in full on or before the ten (10) month anniversary of the Effective
Date, the principal amount will be reduced by $400,000. If the USAC Term Loan is
prepaid in full on or before the eleven (11) month anniversary of the Effective
Date, the principal amount will be reduced by $300,000. If the USAC Term Loan is
prepaid in full before the twelve (12) month anniversary of the Effective Date,
the principal amount will be reduced by $200,000. If the USAC Term Loan is
prepaid in full on or before the sixteen (16) month anniversary of the Effective
Date, the principal amount will be reduced by $100,000.







2







The Company has guaranteed payment of the USAC Term Loan pursuant to a guaranty
agreement made by the Company as of the Effective Date.



The Loan and Security Agreement also contains customary covenants,
representations and warranties of the parties, including, among others (1) the
grant by USAC Ross and USAC WA to SummitBridge VI of a security interest on all
of the assets of USAC Ross and USAC WA, and (2) an unconditional and irrevocable
guaranty by the Company of the performance by USAC Ross and USAC WA of the
obligations under the Loan and Security Agreement. In addition, until all
amounts under the USAC Term Loan are paid in full, USAC Ross and USAC WA have
agreed to comply with certain financial covenants that require USAC Ross and
USAC WA to meet pre-established financial ratios.



The foregoing summary of the Purchase and Sale Agreement, Loan and Security
Agreement and the transactions contemplated thereby does not purport to be
complete and is subject to, and qualified in their entirety by, the full text of
such agreements.



The following unaudited pro forma information does not purport to present what
the Company's actual results would have been had the acquisition occurred on
January 1, 2019, nor is the financial information indicative of the results of
future operations. The following table represents the unaudited consolidated pro
forma results of operations for the year ended December 31, 2019 as if the
acquisition had occurred on January 1, 2019.






Twelve
Months
Ended
December 31,
Pro Forma 2019
Net sales $ 64,290,764
Operating expenses 6,621,707
Income before taxes 3,128,358
Net income $ 2,280,833

© Edgar Online, source Glimpses

Acquiremedia 2020
Envoyer par e-mail