{"url_path":"/sec/cmco/8-k/2026-02-04/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-02-04","source_url":"https://www.sec.gov/Archives/edgar/data/1005229/0001193125-26-037694-index.html","accession_number":"0001193125-26-037694","cik":"0001005229","ticker":"CMCO","issuer_name":"COLUMBUS MCKINNON CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1005229/0001193125-26-037694-index.html","primary_entity_key":"0001005229","primary_entity_name":"COLUMBUS MCKINNON CORP"},"word_count":2111,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement.\n\nNew Credit Agreement\n\nOn February 3, 2026, and in connection with the closing of the Kito Crosby Acquisition, the Company, Columbus McKinnon EMEA GmbH and certain other subsidiaries of the Company entered into a credit agreement (the “New Credit Agreement”) with the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent. The New Credit Agreement provides for credit facilities (the “Facilities”) consisting of a Revolving Credit Facility in an aggregate amount of $500.0 million (the “Revolving Facility”) and a Term Loan B Facility (the “Term Loan B Facility”) in an aggregate amount of $1,650.0 million.\n\nThe key terms of the New Credit Agreement are as follows:\n\n \n\n \n(1)\n\nTerm Loan B Facility: An aggregate $1,650.0 million Term Loan B Facility, which requires quarterly principal amortization of 0.25% with the remaining principal due at the maturity date. In addition, if the Company has Excess Cash Flow (“ECF”) as defined in the New Credit Agreement, the Company will be required to prepay the ECF Prepayment Amount (as defined below) of the ECF for each fiscal year minus certain agreed deductions pursuant to Section 4.4 of the New Credit Agreement other than to the extent that any such prepayment is funded with the proceeds of Funded Debt (as defined in the New Credit Agreement), shall be applied toward the prepayment of the Term Loan B Facility. The ECF Prepayment Amount is defined as 50%, stepping down to 25% or 0% based on the achievement of specified Consolidated First Lien Leverage Ratios (as defined in the New Credit Agreement). Further, the Company is able to draw additional Incremental Facilities (as defined in the New Credit Agreement) by entering into incremental amendments. Lenders shall have no obligation to participate in any increase for any Incremental Facility unless they agree to do so in their sole discretion. The Term Loan B Facility matures seven years after the closing date of the Kito Crosby Acquisition and the entry into the New Credit Agreement.\n\n \n\n \n(2)\n\nRevolving Facility: An aggregate $500.0 million Revolving Facility, which includes sublimits for the issuance of letters of credit and bankers’ acceptances, swingline loans and multi-currency borrowings in certain specified foreign currencies. The Revolving Facility matures five years after the closing date of the Kito Crosby Acquisition and the entry into the New Credit Agreement.\n\n \n\n \n(3)\n\nFees and Interest Rates: Interest rates for the Facilities are determined on the basis of either a term SOFR or a base rate plus an applicable margin. In the case of term SOFR loans under the Term Loan B Facility, such margin is 3.50%, and in the case of dollar denominated term SOFR loans under the Revolving Facility, such margin ranges from 2.25% to 3.25% based upon the Company’s Consolidated Total Leverage Ratio (as defined in the New Credit Agreement). Commitment fees with respect to the Revolving Facility range from 0.40% to 0.55% based upon the Company’s Consolidated Total Leverage Ratio.\n\n \n\n \n(4)\n\nPrepayments: Provisions contained in the New Credit Agreement permit a Borrower (as defined in the New Credit Agreement) to voluntarily prepay either the Term Loan B Facility or the Revolving Facility in whole or in part at any time, and provisions contained in the New Credit Agreement require certain mandatory prepayments of the Term Loan B Facility or Revolving Facility on the occurrence of certain events, which will permanently reduce the commitments and/or loans under the New Credit Agreement.\n\n \n(5)\n\nCovenants: Provisions containing customary covenants required of the Company and its subsidiaries including various affirmative and negative financial and operational covenants. The key financial covenants prohibit the Consolidated First Lien Leverage Ratio (as defined in the New Credit Agreement) for the reference period ended on such date from exceeding 7.75 to 1.00 as of any date of determination with stepdowns for the first three years to 7.25 to 1.00, 6.75 to 1.00 and 6.25 to 1.00.\n\n \n\n \n(6)\n\nCollateral/Guaranty: Obligations under the New Credit Agreement are secured by liens on substantially all assets of the Company and its material wholly-owned domestic subsidiaries and, with respect to the obligations of any designated borrower under the New Credit Agreement organized outside the United States, the assets of certain foreign entities (subject to certain exceptions and requirements). The Company’s obligations under the New Credit Agreement are guaranteed by the Company’s current and future material domestic wholly-owned subsidiaries, subject to certain exceptions. The obligations of the Company’s non-U.S. subsidiaries that are Borrowers under the New Credit Agreement may be guaranteed by certain of the Company’s subsidiaries organized outside of the U.S.\n\nProceeds from the Term Loan B Facility and from the portion of the Revolving Facility drawn on date of the Kito Crosby Acquisition were used, together with the net proceeds from the offering of the Notes (as defined below and the proceeds from the sale of the Preferred Shares (as defined below) to finance the Kito Crosby Acquisition (including the repayment of Kito Crosby’s existing indebtedness), to refinance the Existing Credit Agreement (as defined below), to pay any related fees and expenses and to finance working capital and other general corporate purposes.\n\nThe description above of the Facilities and the New Credit Agreement does not purport to be complete and is qualified in its entirety by the New Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\nIndenture and Supplemental Indenture\n\nOn January 30, 2026, the Company completed an offering of $900.0 million in aggregate principal amount of its 7.125% Senior Secured Notes due 2033 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), outside the United States to certain persons in reliance on Regulation S under the Securities Act or to “institutional” accredited investors (as defined in Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) under Regulation D promulgated under the Securities Act).\n\nThe Notes were issued pursuant to an indenture, dated as of January 30, 2026 (the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”) and as note collateral agent (the “Note Collateral Agent”). On February 3, 2026, and in connection with the closing of the Kito Crosby Acquisition, the Company, the guarantors party thereto (the “Note Guarantors”), the Trustee and the Note Collateral Agent entered into a first supplemental indenture (the “Supplemental Indenture”) pursuant to which, among other things, the Note Guarantors unconditionally guaranteed the Notes.\n\nThe Notes mature on February 1, 2033 and bear interest at a rate of 7.125% per year payable semi-annually in cash in arrears on February 1 and August 1 of each year. The first such interest payment will be made on August 1, 2026.\n\nPrior to the closing of the Kito Crosby Acquisition, the Notes were not guaranteed and were the Company’s senior unsecured indebtedness. Following the closing of the Kito Crosby Acquisition and the entry into the Supplemental Indenture, the Notes are (i) secured by a first priority security interest in substantially all of the assets of the Company and its U.S. subsidiaries that guarantee the New Credit Agreement, subject to certain thresholds, exceptions and permitted liens and (ii) unconditionally guaranteed, jointly and severally, on a senior secured basis by the Company’s U.S. subsidiaries that guarantee the New Credit Agreement or certain capital markets debt.\n\nThe Company may redeem the Notes, in whole or in part, at its option, at any time and from time to time on and after February 1, 2029, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest, if any, to, but excluding, the relevant redemption date, if redeemed during the twelve-month period beginning on February 1 of the years set forth below:\n\n \n\nRedemption Period\n\n  \nPrice\n \n\n2029\n\n  \n \n103.563\n% \n\n2030\n\n  \n \n101.781\n% \n\n2031 and thereafter\n\n  \n \n100.000\n% \n\nIn addition, during any 12-month period prior to February 1, 2029, the Company may redeem up to 10.0% of the original aggregate principal amount of the Notes (including the principal amount of any additional Notes of the same series) at a redemption price (expressed as a percentage of principal amount thereof) of 103.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.\n\nAt any time and from time to time prior to February 1, 2029, the Company at its option may redeem up to 40.0% of the aggregate principal amount of the Notes with the aggregate proceeds of certain equity offerings at a price equal to 107.125% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.\n\nAt any time prior to February 1, 2029, the Company may, at its option, redeem some or all of the Notes at a redemption price equal to 100.0% of the aggregate principal amount of the Notes to be redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the redemption date.\n\nUpon the occurrence of a Change of Control (as defined in the Indenture), the Company may be required to offer to repurchase the Notes at a price of 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.\n\nThe Indenture contains certain covenants applicable to the Company and its restricted subsidiaries, including limitations on liens, incurrence of indebtedness and mergers, consolidations and sale of assets. The Indenture also contains requirements relating to additional subsidiary guarantors. Each of these covenants is subject to important exceptions and qualifications. In addition, most of these covenants will be suspended for so long as the Notes are rated investment grade by either Moody’s Investment Service, Inc. or Standard & Poor’s Financial Services LLC and no default under the Indenture has occurred and is continuing.\n\nThe Indenture provides for customary events of default, including the following (subject to any applicable cure period): nonpayment, breach of covenants in the Indenture, payment defaults under or acceleration of certain other indebtedness, failure to discharge certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs or is continuing, the Trustee, acting at the direction of holders of at least 30.0% in aggregate principal amount of the Notes then outstanding, may declare the principal of, premium, if any, and accrued and unpaid interest, if any, to be due and payable immediately.\n\nThe description above of the Indenture, the Notes and the Supplemental Indenture does not purport to be complete and is qualified in its entirety by the Indenture (including the Form of Note for the Notes) and the Supplemental Indenture, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.\n\nRegistration Rights Agreement\n\nOn February 3, 2026, as contemplated by the previously disclosed Investment Agreement, dated as of February 10, 2025 (the “Investment Agreement”), by and among the Company, CD&R XII Keystone Holdings, L.P., a Cayman Islands exempted limited partnership (the “CD&R Investor”), and Clayton, Dubilier & Rice Fund XII, L.P., a Cayman Islands exempted limited partnership (solely for the purpose of limited provisions therein), the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the CD&R Investor pursuant to which the Company agrees to file a resale shelf registration statement for the benefit of the CD&R Investor, its affiliated funds and their respective permitted transferees, and pursuant to which the CD&R Investor may, subject to any restrictions on transfer imposed by the Investment Agreement, request that the Company conduct an underwritten offering of, or register, any common shares of the Company, par value $0.01 per share (the “Common Shares”), or any Series A Cumulative Convertible Participating Preferred Shares of the Company, par value $1.00 per share (the “Preferred Shares”), held by the CD&R Investor, including any Common Shares received upon conversion of Preferred Shares held by the CD&R Investor and eligible for registration thereunder (“registrable securities”). The CD&R Investor also has customary piggyback registration rights and may request that the Company include its registrable securities in certain future registration statements or offerings of Common Shares by the Company. These registration rights terminate when the CD&R Investor and its affiliated funds no longer own any registrable securities.\n\nThe description above of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference."}