MTW Manitowoc Company

 

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): September 05, 2024

 

 

The Manitowoc Company, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Wisconsin			1-11978	39-0448110
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
11270 West Park Place Suite 1000
Milwaukee, Wisconsin				53224
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 414 760-4600

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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:

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, $.01 Par Value		MTW		The New York Stock Exchange

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. ☐

 

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Item 8.01 Other Events.

On September 5, 2024, The Manitowoc Company, Inc. (the “Company”) issued a press release announcing that it has priced its previously announced offering of $300 million aggregate principal amount of senior secured second lien notes due 2031 (the “Notes”). The offering is expected to close on September 19, 2024, subject to market and other conditions, including the Company amending its existing ABL credit agreement to among other things increase the commitments by $50 million to $325 million. As of June 30, 2024, we would have had approximately $203.2 million of borrowings available under the ABL credit agreement, as amended, after taking into account the letters of credit and borrowing base availability. A copy of the press release is attached as Exhibit 99 hereto and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K shall not constitute an offer to sell, or a solicitation of an offer to buy, the Notes or any other securities and shall not constitute an offer to sell, or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

Item 9.01 Financial Statements and Exhibits.

(d)		Exhibits.

 

Exhibit No.		Description
99		Press Release dated September 5, 2024, announcing the pricing of the Notes
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements 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.

			THE MANITOWOC COMPANY, INC. (Registrant)
Date:	September 5, 2024	By:	/s/ Brian P. Regan
			Brian P. Regan Executive Vice President and Chief Financial Officer

 

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Exhibit 99

The Manitowoc Company, Inc. Announces

Pricing of $300 Million of Senior Secured Second Lien Notes due 2031

Milwaukee, Wis.–September 5, 2024–The Manitowoc Company, Inc. (NYSE: MTW) (“Manitowoc”) announced today that it has priced its previously announced private offering (the “Offering”) of $300 million aggregate principal amount of senior secured second lien notes due 2031 (the “Notes”). The Notes will have an interest rate of 9.250% per annum and are being issued at a price equal to 100.000% of their face value. The Notes will be guaranteed on a senior secured second lien basis, jointly and severally, by each of Manitowoc’s domestic subsidiaries that will continue to guarantee Manitowoc’s asset-based revolving credit facility that will among other things increase the commitments by $50 million to $325 million (as amended, the “Amended ABL Credit Facility”). The Offering is expected to close on September 19, 2024, subject to market and other conditions, including Manitowoc entering into the Amended ABL Credit Facility. There can be no assurance that the Offering or the Amended ABL Credit Facility will be completed on a timely basis, or at all.

Manitowoc expects its net proceeds from the Offering, after deducting discounts and commissions and estimated offering expenses payable by Manitowoc, to be approximately $295.5 million. Manitowoc intends to use the net proceeds from the Offering, together with other cash on hand as necessary, to (i) redeem all of its outstanding 9.00% Senior Secured Second Lien Notes due 2026 (the “Existing Notes”); and (ii) pay related fees and expenses.

The Notes will be sold to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A and outside the United States to certain non-U.S. persons in reliance on Regulation S. The Notes and related guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), any state securities laws or the securities laws of any other jurisdiction and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, the Notes or any other securities and shall not constitute an offer to sell, or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful. This press release is not an offer to purchase or a solicitation of an offer to sell the Existing Notes and does not constitute a redemption notice for the Existing Notes.

Forward-Looking Statements

This press release includes “forward-looking statements” intended to qualify for the safe harbor from liability under the Private Securities Litigation Reform Act of 1995. Any statements contained in this press release that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which include, but are not limited to, statements regarding the Offering and the timing of the closing of the Offering and the anticipated use of proceeds therefrom, are based on the current expectations of the management of Manitowoc and are subject to uncertainty and changes in circumstances. Forward-looking statements include, without limitation, statements typically containing words such as “intends,” “expects,” “anticipates,” “targets,” “estimates,” and words of similar import. By their nature, forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results and developments to differ materially include, among others:

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Manitowoc undertakes no obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements only speak as of the date on which they are made. Information on the potential factors that could affect Manitowoc’s actual results of operations is included in its filings with the SEC, including but not limited to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

For more information:
Ion Warner
SVP, Marketing and Investor Relations
+1 414-760-4805

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v3.24.2.u1

Document And Entity Information	Sep. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 05, 2024
Entity Registrant Name	The Manitowoc Company, Inc.
Entity Central Index Key	0000061986
Entity Emerging Growth Company	false
Entity File Number	1-11978
Entity Incorporation, State or Country Code	WI
Entity Tax Identification Number	39-0448110
Entity Address, Address Line One	11270 West Park Place
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Milwaukee
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53224
City Area Code	414
Local Phone Number	760-4600
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 Par Value
Trading Symbol	MTW
Security Exchange Name	NYSE

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