TSL Express Daily News

New $50 Million Asset Based Credit Line, 5.5-Year $150 Million Term Loan, and $65 Million Preferred Offering Provide Flexibility to Continue Business Transformation

NN, Inc. (NASDAQ: NNBR), a diversified industrial company, today announced the completion of a new financing with J.P. Morgan, funds managed by Oaktree Capital Management, L.P., and investment funds managed by Morgan Stanley Tactical Value to provide a $50 million asset-based credit line (ABL), a 5.5-year $150 million term loan, and a $65 million preferred stock issuance, respectively.  Proceeds from the transaction will be used to repay the current principal balance of $70 million on its term loans due in 2022, to redeem its current $100 million outstanding preferred stock, prior to the increase in redemption premium at March 31, 2021, and pay off its fixed interest rate swap of $14 million.  The transaction enables the Company to strengthen its balance sheet by extending its capital structure's maturity at an attractive blended cost of capital, allowing the Company financial flexibility to continue its current business transformation efforts.

"We are pleased to complete this financing that provides NN with a solid foundation and flexibility to continue pursuing our strategic initiatives toward transformational growth," stated Warren Veltman, President and Chief Executive Officer.  "We have positioned ourselves well to take advantage of the confluence of emerging vehicle electrification and the smart grid technologies necessary to power those vehicles. Supplemented by additional trends in aerospace and defense, we are confident these offerings will assist our efforts to drive future growth."

Transaction Highlights

• The $50 million ABL revolving credit facility includes the following provisions:
• Interest rate of LIBOR +1.75% - 2.00%, with a 0.50% floor
• Term of 5 years
• Primarily secured by eligible receivables and inventory
• The $150 million term loan includes the following provisions:
• Interest rate of LIBOR + 6.875%, with a 1% floor
• Term of 5.5 years
• Minimal financial covenants, including maximum total leverage ratio

The $65 million preferred issuance includes the following provisions:

• Perpetual maturity, redeemable at the greater of accrued value or 1.4x the investment amount
• A 10% annual cash dividend (or 12% PIK) payable quarterly, with a 2.5% increase after year five
• Penny warrants to purchase 1.9 million common shares with a 6-year expiration
• Board observer seat

Tom DeByle, NN Senior Vice President and CFO, commented, "With the reduction in leverage from the sale of Life Sciences in the fourth quarter, we sought to address the near-term debt maturities and outstanding preferred stock in a way that increased our ability to grow our business while maintaining an appropriate level of liquidity.  This new agreement meets these needs while bringing in investment partners that understand our industry and are committed to our long-term strategy."

J.P. Morgan acted as administrative agent, sole bookrunner and sole lead arranger on the asset based credit line, advised on the term loan, and served as sole placement agent on the preferred issuance.  Bass, Berry & Sims PLC served as legal counsel to the Company on the transaction. Gibson, Dunn & Crutcher LLP served as legal counsel to Morgan Stanley Tactical Value.

About NN, Inc.

NN, Inc., a diversified industrial company, combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies for a variety of markets on a global basis. Headquartered in Charlotte, North Carolina, NN has 32 facilities in North America, Europe, South America, and China.