MSA Safety Inc (MSA): M&A transaction — MSA Safety completes sale of MSAC LLC, removes $211M in liabilities, records $207M estimated loss

On January 5, 2023, the Company, as borrower, entered into a Credit Agreement dated January 5, 2023 (the “Credit Agreement”) with various Company subsidiaries, as guarantors, various financial institutions, as lenders, and PNC Bank, National Association, as administrative agent. Under the Credit Agreement, the Company may borrow up to $250 million in a single borrowing at any time until and through May 5, 2023, although the Company expects to make the borrowing by the end of January 2023. The borrowing proceeds are expected to be used to repay borrowings under the Existing Credit Agreement (as defined above) that were incurred in connection with the Sale described above under Item 2.01 of this report. The loan will require quarterly principal repayments equal to 2.50% of the original loan balance and a final payment at maturity on May 24, 2026.

Pursuant to the terms of the Purchase Agreement, on January 5, 2023, MSA Worldwide transferred to Buyer all of the issued and outstanding limited liability company interests of MSAC LLC (the “Sale”).

The Company entered into amendments to its: (i) Fourth Amended and Restated Credit Agreement, dated May 24, 2021, as amended (as so amended, the “Existing Credit Agreement”), with the other Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent; (ii) Third Amended and Restated Multi-Currency Note Purchase and Private Shelf Agreement, dated July 1, 2021, with PGIM, Inc. and the note purchasers named therein; and (iii) Second Amended and Restated Master Note Facility, dated as of July 1, 2021, with NYL Investors LLC and the note purchasers named therein. The amendments became effective on January 5, 2023, and reflected the sale of Mine Safety Appliances Company, LLC discussed elsewhere in this Report. The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the text of the amendments, which are attached hereto as Exhibits 10.3, 10.4 and

The Company entered into amendments to its: (i) Fourth Amended and Restated Credit Agreement, dated May 24, 2021, as amended (as so amended, the “Existing Credit Agreement”), with the other Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent; (ii) Third Amended and Restated Multi-Currency Note Purchase and Private Shelf Agreement, dated July 1, 2021, with PGIM, Inc. and the note purchasers named therein; and (iii) Second Amended and Restated Master Note Facility, dated as of July 1, 2021, with NYL Investors LLC and the note purchasers named therein. The amendments became effective on January 5, 2023, and reflected the sale of Mine Safety Appliances Company, LLC discussed elsewhere in this Report. The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the text of the amendments, which are attached hereto as Exhibits 10.3, 10.4 and

The Company entered into amendments to its: (i) Fourth Amended and Restated Credit Agreement, dated May 24, 2021, as amended (as so amended, the “Existing Credit Agreement”), with the other Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent; (ii) Third Amended and Restated Multi-Currency Note Purchase and Private Shelf Agreement, dated July 1, 2021, with PGIM, Inc. and the note purchasers named therein; and (iii) Second Amended and Restated Master Note Facility, dated as of July 1, 2021, with NYL Investors LLC and the note purchasers named therein. The amendments became effective on January 5, 2023, and reflected the sale of Mine Safety Appliances Company, LLC discussed elsewhere in this Report. The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the text of the amendments, which are attached hereto as Exhibits 10.3, 10.4 and