STOCK TITAN
  1. Home
  2. Sec-filings
  3. TWIN
  4. [8-K] TWIN DISC INC Reports Material Event

Twin Disc (NASDAQ: TWIN) refinances with $30M term loan and $60M revolving credit facility to 2031

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Twin Disc, Incorporated entered into a new Credit Agreement with Bank of Montreal and JPMorgan Chase Bank, N.A. that refinances its prior facility. The lenders provided Term Loans with an aggregate principal amount of $30,000,000, maturing on June 30, 2031, with required quarterly principal payments that step up over time.

The agreement also provides a Revolving Credit Commitment of up to $60,000,000, including a $5,000,000 swing line sublimit and a $4,000,000 letter of credit sublimit, available until the same 2031 termination date. Interest is based on SOFR, EURIBOR, CORRA or a base/prime rate plus an applicable margin tied to the company’s total funded debt to EBITDA ratio.

Borrowings are secured by substantially all personal property of Twin Disc and Kobelt, along with a pledge of 65% of equity in certain foreign subsidiaries, and are supported by a suite of amended and restated security, pledge, and negative pledge agreements. In an event of default, lenders can accelerate all obligations and require cash collateralization of letter-of-credit exposure.

Positive

  • None.

Negative

  • None.

Insights

Refinanced $30M term debt with a larger $60M revolving facility to 2031, on secured, covenant-based terms.

The new Credit Agreement gives Twin Disc a $30,000,000 term loan and a $60,000,000 revolving line, both running to 2031. Rates float off SOFR, EURIBOR, CORRA or base/prime benchmarks, with margins between 1.50% and 3.00% depending on total funded debt to EBITDA.

The facility is fully secured by accounts receivable, inventory, equipment, intellectual property and a 65% pledge of certain foreign subsidiaries. Events of default permit acceleration and a demand for 105% cash collateral on letter-of-credit obligations, so sustained compliance with covenants and amortization—rising from $375,000 to $750,000 per quarter—will be important for future liquidity.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Term loan principal $30,000,000 Aggregate principal amount of term loans under new Credit Agreement
Revolving credit commitment $60,000,000 Maximum revolver availability until June 30, 2031
Swing line sublimit $5,000,000 Portion of revolver available as swing loans
Letter of credit sublimit $4,000,000 Portion of revolver available for LCs
Initial quarterly amortization $375,000 Minimum quarterly principal payments before September 30, 2028
Step-up amortization 2028 $562,500 Minimum quarterly principal from quarter ending on or about Sept. 30, 2028
Final amortization level $750,000 Minimum quarterly principal from quarter ending on or about Sept. 30, 2030
LC cash collateral on default 105% of L/C obligations Required cash collateralization level after event of default
Credit Agreement financial
"entered into a Credit Agreement (the “Credit Agreement”) among the Company"
A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.
Revolving Credit Commitment financial
"in amounts not to exceed $60,000,000 (the “Revolving Credit Commitment”)"
A revolving credit commitment is a bank promise to lend up to a set amount that a company can borrow, repay, and borrow again as needed—similar to a business credit card with a fixed credit limit. It matters to investors because it provides flexible short-term cash when revenue fluctuates, reduces the risk of running out of funds, and influences a company’s borrowing costs and financial strength through interest, fees and any attached covenants.
Swing Loans financial
"includes a $5,000,000 sublimit for Swing Loans and a $4,000,000 sublimit"
Letters of Credit financial
"a $4,000,000 sublimit for Letters of Credit that may be requested"
A letter of credit is a promise from a bank to pay a seller if the buyer fails to do so, commonly used in trade and large contracts to ensure payment. Think of it as a bank standing in for the buyer, like a certified check or payment insurance that reduces the risk of nonpayment. For investors, letters of credit matter because they affect a company’s cash flow, borrowing needs and contingent liabilities, and signal how much credit support a business requires to secure deals.
secured overnight financing rate financial
"Interest rates under the Credit Agreement are based on the secured overnight financing rate"
A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.
Event of Default financial
"Upon the occurrence of an Event of Default, the Administrative Agent may"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →

FAQ

What new credit facility did TWIN enter into on June 30, 2026?
Twin Disc entered a new Credit Agreement providing a $30 million term loan and up to $60 million in revolving borrowings. The facility runs to June 30, 2031 and replaces a prior agreement dated February 14, 2025.

How large are Twin Disc’s new term loan and revolving credit commitments?
The agreement includes a $30,000,000 term loan and a $60,000,000 revolving credit commitment. Within the revolver, $5,000,000 is available as swing loans and $4,000,000 is available for letters of credit through June 30, 2031.

What are the key repayment terms of TWIN’s new term loan?
Twin Disc must make quarterly principal payments of at least $375,000, rising to $562,500 from the quarter ending around September 30, 2028, and $750,000 from the quarter ending around September 30, 2030, until maturity on June 30, 2031.

How are interest rates determined under Twin Disc’s new Credit Agreement?
Interest is based on benchmark rates like SOFR, EURIBOR, CORRA or a base/prime rate, plus an applicable margin. The margin ranges from 1.50% to 3.00% on loans and 0.15% to 0.30% on unused revolver capacity, depending on total funded debt to EBITDA.

What collateral secures Twin Disc’s obligations under the new facility?
Borrowings are secured by substantially all of Twin Disc’s and Kobelt’s personal property, including receivables, inventory, machinery, equipment, and intellectual property. The company also pledged 65% of its equity interests in certain foreign subsidiaries to support the facility.

What happens if Twin Disc defaults under the new Credit Agreement?
If an event of default occurs, the administrative agent may terminate commitments, declare all loans immediately due, and require 105% cash collateral for outstanding letter-of-credit obligations. For bankruptcy events, these consequences occur without prior notice to the company.
false 0000100378 0000100378 2026-06-30 2026-06-30
UNITED STATES
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) June 30, 2026
 
 
TWIN DISC, INCORPORATED
 
(Exact name of registrant as specified in its charter)
 
 
Wisconsin
001-7635
39-0667110
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
 
222 East Erie Street, Suite 400         Milwaukee, Wisconsin53202
 
(Address of principal executive offices)
 
Registrant's telephone number, including area code:         (262)638-4000
 
 
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:
 
☐
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock (No Par Value)
TWIN
The NASDAQ Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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.   ☐
 
 
Item 1.01         Entry into a Material Definitive Agreement.
 
On June 30, 2026, Twin Disc, Incorporated (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) among the Company, as Borrower; Kobelt Manufacturing Co. Ltd. ("Kobelt"), as Guarantor; Bank of Montreal, as a Lender, Administrative Agent, Swing Line Lender, and L/C Issuer; and JPMorgan Chase Bank, N.A. ("Chase"), as a Lender. The Credit Agreement refinances and replaces the credit agreement dated February 14, 2025 among the Company, Kobelt, and Bank of Montreal. Capitalized terms in this Current Report that are not otherwise defined herein are defined in the Credit Agreement.
 
Pursuant to the Credit Agreement, Bank of Montreal and Chase (the “Lenders”) made Term Loans to the Company in an aggregate principal amount of $30,000,000. The maturity date of the Tem Loans is June 30, 2031, and the Company is required to make principal installments on the Term Loans of at least $375,000, per quarter (increasing to $562,500 per quarter for the quarter ending on or about September 30, 2028, and $750,000 per quarter for the quarter ending on or about September 30, 2030). 
 
The Credit Agreement also allows the Company to enter into Revolving Loans with the Lenders from time to time prior to June 30, 2031 (the “Revolving Credit Termination Date”) in amounts not to exceed $60,000,000 (the “Revolving Credit Commitment”). The Revolving Credit Commitment includes a $5,000,000 sublimit for Swing Loans and a $4,000,000 sublimit for Letters of Credit that may be requested by the Company from time to time until the Revolving Credit Termination Date. Each Swing Loan or Letter of Credit provided pursuant to the terms of the Credit Agreement shall be a Revolving Loan provided under the Revolving Credit Commitment.
 
Interest rates under the Credit Agreement are based on the secured overnight financing rate (“SOFR”), the euro interbank offered rate (the “EURIBO Rate”), the Canadian Overnight Repo Rate Average (the “CORRA”), or a Base Rate based on the highest of the prime rate, federal funds rate, or Term SOFR.  Loans under the Credit Agreement are designated as either as SOFR Loans, which accrue interest at a Term SOFR plus an Applicable Margin; Base Rate Loans, which accrue interest at the Base Rate plus an Applicable Margin; Eurodollar Loans, which accrue interest at the EURIBO Rate plus an Applicable Margin; Term CORRA Loans, which accrue interest at an Adjusted Term CORRA plus an Applicable Margin; Daily Compounded CORRA Loans, which accrue interest at a Daily Compounded CORRA plus an Applicable Margin; or Canadian Prime Rate Loans, which accrue interest at the Canadian Prime Rate plus an Applicable Margin. The Applicable Margin for Loans is between 1.50% and 3.00%, and the Applicable Margin for the Unused Revolving Credit Commitment is between 0.15% and 0.30% (each depending on the Company’s Total Funded Debt to EBITDA ratio). The Term Loan has been designated as a SOFR Loan.
 
Borrowings under the Credit Agreement are secured by substantially all of the Company’s and Kobelt’s personal property, including accounts receivable, inventory, machinery and equipment, and intellectual property. The Company has also pledged 65% of its equity interests in certain foreign subsidiaries.  To effect these security interests, the Company entered into an Amended and Restated Security Agreement, Amended and Restated IP Security Agreement, Amended and Restated Pledge Agreement, and Amended and Restated Perfection Certificate with the Administrative Agent, and the Company has agreed to enter into an Amended and Restated Agreement as to Liens and Encumbrances and Amended and Restated Negative Pledge Agreement with the Administrative Agent with regard to the Company’s real property.  
 
Upon the occurrence of an Event of Default, the Administrative Agent may take the following actions upon written notice to the Company: (1) terminate the remaining Commitments and all obligations of the Lenders under the Credit Agreement; (2) declare the principal and accrued interest of all Loans outstanding under the Credit Agreement to be immediately due and payable; and (3) demand the Company to immediately Cash Collateralize the outstanding L/C Obligations in an amount equal to 105% of the aggregate L/C Obligations.  If such Event of Default is due to the Company’s bankruptcy, the actions and obligations listed above shall occur without notice to the Company.
 
A copy of the Credit Agreement is attached to this report as Exhibit 1.1 and is incorporated herein by reference. Copies of the Sixth Amended and Restated Revolving Note with Bank of Montreal, Revolving Note with Chase, Third Amended and Restated Term Note with Bank of Montreal, Term Note with Chase, and Swing Note with Bank of Montreal (collectively, the “Notes”), are attached to this report as Exhibits 1.2, 1.3, 1.4, 1.5, and 1.6 and are incorporated herein by reference. Copies of the Amended and Restated Security Agreement, Amended and Restated IP Security Agreement, Amended and Restated Pledge Agreement, Amended and Restated Perfection Certificate, Amended and Restated Agreement as to Liens and Encumbrances, and Amended and Restated Negative Pledge Agreement (the “Ancillary Agreements”) are attached to this report as Exhibits 1.7, 1.8, 1.9 1.10, 1.11, and 1.12, and are hereby incorporated herein by reference. The above descriptions of the Credit Agreement, the Notes, and the Ancillary Agreements are qualified in their entirety by reference to the Exhibits attached hereto.
 
Item 2.03         Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
 
The information set forth in Item 1.01 above with respect to the Credit Agreement is incorporated herein by reference.
 
Item 9.01         Financial Statements and Exhibits.
 
(d)
Exhibits.
 
         
 
EXHIBIT NUMBER
DESCRIPTION
1.1
Credit Agreement By and Among Twin Disc, Incorporated, Kobelt Manufacturing Co. Ltd., Bank of Montreal, and JPMorgan Chase Bank, N.A., dated June 30, 2026.
1.2
Sixth Amended and Restated Revolving Note Between Twin Disc, Incorporated and Bank of Montreal
1.3
Revolving Note Between Twin Disc, Incorporated and JPMorgan Chase Bank N.A.
1.4
Third Amended and Restated Term Note Between Twin Disc, Incorporated and Bank of Montreal
1.5
Term Note Between Twin Disc, Incorporated and JPMorgan Chase Bank, N.A.
1.6
Swing Note Between Twin Disc, Incorporated and Bank of Montreal
1.7
Amended and Restated Security Agreement Between Twin Disc, Incorporated and Bank of Montreal
1.8
Amended and Restated IP Security Agreement Between Twin Disc, Incorporated and Bank of Montreal
1.9
Amended and Restated Pledge Agreement Between Twin Disc, Incorporated and Bank of Montreal
1.10*
Amended and Restated Perfection Certificate Between Twin Disc, Incorporated and Bank of Montreal
1.11*
Amended and Restated Agreement as to Liens and Encumbrances Between Twin Disc, Incorporated and Bank of Montreal
1.12
Amended and Restated Negative Pledge Agreement Between Twin Disc, Incorporated and Bank of Montreal
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
* Certain schedules attached to the Amended and Restated Perfection Certificate and the Amended and Restated Agreement as to Liens and Encumbrances have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish the omitted schedules to the Securities and Exchange Commission upon request by the Commission.
 
 
Pursuant to the requirements of section 13 or 15(d) 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.
 
 
Date: July 6, 2026
Twin Disc, Incorporated
 
 
 
  /s/ Jeffrey S. Knutson
 
Jeffrey S. Knutson
 
Vice President-Finance, Chief Financial
Officer, Treasurer & Secretary
 
 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

16 documents

Other Documents