{"url_path":"/sec/dorm/8-k/2026-06-17/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":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/868780/0001193125-26-273121-index.html","accession_number":"0001193125-26-273121","cik":"0000868780","ticker":"DORM","issuer_name":"Dorman Products, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/868780/0001193125-26-273121-index.html","primary_entity_key":"0000868780","primary_entity_name":"Dorman Products, Inc."},"word_count":1381,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement\n\nNotes Offering\n\nGeneral\n\nOn June 16, 2026, Dorman Products, Inc. (the “Company”) issued $450,000,000 aggregate principal amount of 6.250% senior notes due June 2034 (the “Notes”), pursuant to an indenture, dated as of June 16, 2026 (the “Indenture”), among the Company, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).\n\nThe Notes pay interest semi-annually on June 15 and December 15, commencing on December 15, 2026, at a rate of 6.250% per year, and mature on June 15, 2034.\n\nGuarantees\n\nThe obligations under the Notes will be fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, by each of the Company’s existing and future wholly-owned subsidiaries that is a guarantor or other obligor under the Company’s Amended Credit Agreement and certain other indebtedness, as further specified in the Indenture (the “Guarantors”).\n\nRanking\n\nThe Notes and the Guarantees are the Company’s and the Guarantors’ general unsecured senior obligations and rank senior in right of payment to all of the Company’s and the Guarantors’ future subordinated indebtedness and pari passu in right of payment with all of the Company’s and the Guarantors’ existing and future senior indebtedness. The Notes and the Guarantees are effectively subordinated to the Company’s and the Guarantors’ existing and future secured indebtedness, including any borrowings under the Amended Credit Agreement (as defined below), to the extent of the value of the assets securing such indebtedness. The Notes and the Guarantees are structurally subordinated to all existing and future indebtedness and other claims and liabilities, including preferred stock, of each of the Company’s subsidiaries that do not guarantee the Notes.\n\nOptional Redemption\n\nAt any time prior to June 15, 2029, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the indenture (including any additional notes), upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with the proceeds of an equity offering; provided that:\n\n \n\n(1)\n\nat least 60% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its subsidiaries) remains outstanding immediately after the occurrence of such redemption; and\n\n \n\n(2)\n\nthe redemption occurs within 120 days of the date of the closing of such equity offering.\n\nAt any time prior to June 15, 2029, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption, subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.\n\nExcept pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to June 15, 2029.\n\nOn or after June 15, 2029, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but not\n\nincluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on June 15 of the years indicated below, subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date:\n\n \n\nYear\n\n  \nPercentage\n \n\n2029\n\n  \n \n103.125\n% \n\n2030\n\n  \n \n101.563\n% \n\n2031 and thereafter\n\n  \n \n100.000\n% \n\nUnless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.\n\nChange of Control Triggering Event\n\nIf the Company experiences certain change of control events coupled with a downgrade in the ratings of the Notes, the Company must offer to repurchase the Notes at a repurchase price in cash equal to 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the applicable repurchase date.\n\nCovenants\n\nThe Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its subsidiaries to:\n\n \n\n \n•\n \n\ncreate liens;\n\n \n\n \n•\n \n\nenter into sale leaseback transactions; and\n\n \n\n \n•\n \n\nmerge, consolidate, sell or otherwise dispose of all or substantially all of the Company’s assets\n\nin each case subject to certain exceptions.\n\nEvents of Default\n\nThe Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.\n\n* * *\n\nThe foregoing description of the Indenture, the Notes and the Guarantees is qualified in its entirety by reference to the actual terms of the Indenture and the Notes, copies of which are attached as Exhibits 4.1 and 4.2 hereto and are incorporated by reference herein.\n\nAmended Credit Agreement\n\nOn June 16, 2026, the Company entered into an Amendment No. 3 (the “Amendment”) to the Credit Agreement, dated as of August 10, 2021 (as amended by Amendment No. 1, dated as of October 4, 2022 and as further amended by Amendment No. 2, dated as of July 1, 2024, the “Original Credit Agreement” and, as amended by the Amendment, the “Amended Credit Agreement”), among the Company, the Guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. The Amendment refinanced the existing revolving credit facility under the Original Credit Agreement with a new five-year revolving credit facility in an aggregate principal amount of $800,000,000, extending the maturity date to June 16, 2031. In addition, the Company repaid in full all outstanding term loans under the Original Credit Agreement together with unpaid interest and fees in respect thereof, with the proceeds from the issuance of the Notes. The loans under the Amended Credit Agreement are guaranteed by each of the Company’s material wholly-owned domestic subsidiaries, and are supported by a security interest in substantially all of the Company’s and its material wholly-owned domestic subsidiaries’ personal property and assets, subject to certain exceptions.\n\nAt the Company’s option, loans under the Amended Credit Agreement will bear interest at a rate equal to Term SOFR, Sterling Overnight Index Average Reference Rate, Overnight Interbank Equilibrium Rate (Tasa de Interés Interbancaria de Equilibrio de Fondeo), Euro Interbank Offered Rate or CORRA, as applicable, plus an applicable margin ranging from 1.00% to 1.750% or at an alternate base rate plus an applicable margin ranging from 0.00% to 0.750%. Undrawn revolving commitments incur a commitment fee based on the Company’s secured net leverage ratio, ranging from 0.125% to 0.250%.\n\nThe Amended Credit Agreement contains customary representations and warranties and covenants that, among other things and subject to certain exceptions, qualifications and thresholds, place limitations on our ability, and the ability of our subsidiaries, to: incur additional indebtedness; create additional liens; enter into a merger, consolidation or amalgamation or other defined “fundamental changes;” dispose of certain assets; make certain investments or acquisitions; pay dividends, or make other restricted payments; pay junior debt or make other restricted debt payments; enter into swap agreements; or enter into transactions with our affiliates. Additionally, the Amended Credit Agreement contains financial maintenance covenants that require the Company to (i) maintain a consolidated secured net leverage ratio of not more than 3.50 to 1.00 (increasing to 4.00 to 1.00 for the four fiscal quarters following certain acquisitions) and (ii) a consolidated interest coverage ratio of not less than 2.00 to 1.00.\n\nThe foregoing description of the Amendment and the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment and Amended Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference."}