Littelfuse Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Electrical Products
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 12, 2026
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices, and Zip Code)
(773 ) 628-1000
Registrant’s Telephone Number, Including Area Code
N/A
(Former name, former address and former fiscal year, 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 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.
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On March 12, 2026, Littelfuse, Inc., a Delaware corporation (the “Company”), entered into the Credit Agreement as described below. The Credit Agreement
provides for an $800 million senior unsecured revolving credit facility and is available to refinance existing indebtedness and to finance working capital, capital expenditures, permitted acquisitions and for other lawful corporate purposes.
Capitalized terms used in this Item 1.01 without definition shall have the meanings specified in the Credit Agreement.
The Company, certain subsidiaries of the Company as designated borrowers, and certain subsidiaries of the Company as guarantors, entered into an Amended and
Restated Credit Agreement (the “Credit Agreement”) with each of the banks, financial institutions and other institutional lenders listed on the respective signature pages thereof (the “Lenders”), Bank of America, N.A., as agent, Citibank, N.A. and
JPMorgan Chase Bank, N.A., as co-syndication agents, BMO Bank, N.A., PNC Bank, National Association, and Wells Fargo Bank, National Association as co-documentation agents, BofA Securities, Inc. as sole bookrunner and joint lead arranger, and
Citibank, N.A. and JPMorgan Chase Bank, N.A., as joint lead arrangers. The Credit Agreement amends and restates the Credit Agreement, dated as of June 30, 2022 (the “Existing Credit Agreement”), as amended, entered into by the Company, certain
subsidiaries of the Company, as designated borrowers, and certain subsidiaries of the Company, as guarantors, with each of the banks, financial institutions and other institutional lenders listed on the respective signature pages thereof, Bank of
America, N.A., as agent, JPMorgan Chase Bank, N.A., as syndication agent, PNC Bank, National Association and BMO Harris Bank, N.A., as co-senior documentation agents, Wells Fargo Bank, National Association, as documentation agent, BofA Securities,
Inc. as sole bookrunner and joint lead arranger, and JPMorgan Chase Bank, N.A., as joint lead arranger.
The Credit Agreement effected certain changes to the Existing Credit Agreement, including, among other changes: (i) paying off and deleting the unsecured
term loan credit facility; (ii) increasing the aggregate revolving commitment amount from $700 million to $800 million; and (iii) extending the maturity date to March 12, 2031 (the “Maturity Date”). Pursuant to the Credit Agreement, the Company may,
from time to time, increase the size of the revolving credit facility or enter into one or more tranches of term loans in minimum increments of $25 million if there is no event of default and the Company is in compliance with certain financial
covenants.
Loans under the Credit Agreement bear interest as follows: (i) each loan (other than Swing Line Loans) shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the Applicable Rate, as determined in accordance with the performance pricing grid set forth in the Credit Agreement, plus one of the following indexes: (a) Term SOFR (in the case
of U.S. dollar-denominated loans), (b) SONIA plus a credit spread (in the case of Pound-denominated loans), (c) EURIBOR (in the case of Euro-denominated loans), (d) SARON plus a credit spread (in the case of Swiss Franc-denominated loans), (e) TIBOR
(in the case of Yen-denominated loans) or (f) the Base Rate; and (ii) each Swingline Loan shall bear interest at a rate per annum equal to Applicable Rate plus the Base Rate.
The Company shall pay to Bank of America, N.A., for the account of the Lenders, a commitment fee equal to the Applicable Rate multiplied by the actual daily
amount by which the Aggregate Revolving Commitments exceed the sum of (i) the Outstanding Amount of the Revolving Loans and (ii) the Outstanding Amount of the L/C Obligations. The commitment fee shall be due and payable in arrears on the last
Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and ending on the Maturity Date.
Revolving Loans may be borrowed, repaid and reborrowed until the Maturity Date, at which time all amounts borrowed must be repaid. Accrued interest on the
loans is payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified in the Credit Agreement. Subject to certain conditions, (i) the Company may terminate or reduce the Aggregate Revolving
Commitments in whole or in part, and (ii) a Borrower may prepay the Revolving Loans at any time, without premium or penalty. Among other terms and conditions applicable to the Incremental Term Loans (made pursuant to the term loan expansion option
summarized above), the Incremental Term Loans (1) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) (except as otherwise provided in the Credit Agreement with respect to customary bridge Indebtedness),
(2) the terms and conditions applicable to any tranche of Incremental Term Loans shall otherwise be on terms not materially more onerous, taken as a whole, to the Company than the Revolving Loans and any other Incremental Term Loans, and (3) the
Incremental Terms Loans may be priced differently than the Revolving Loans.
The Credit Agreement contains customary representations and warranties. The Credit Agreement also contains customary affirmative and negative covenants,
including covenants that limit or restrict the Company’s ability to, among other things, grant liens, make investments, incur indebtedness (at the Company or subsidiary level), merge or consolidate and make certain payments, in each case subject to
customary exceptions for a credit facility of this size and type. The Company is also required to maintain compliance with a consolidated interest coverage ratio and a consolidated net leverage ratio.
The Credit Agreement includes customary events of default that include, among other things, payment and non-payment defaults, covenant defaults, inaccuracy
of representations and warranties, cross-default to material indebtedness, bankruptcy and insolvency defaults, material judgment defaults, ERISA defaults and a change of control default. The occurrence of an event of default could result in the
acceleration of the obligations under the Credit Agreement.
In the ordinary course of their respective businesses, certain of the Lenders and the other parties to the Credit Agreement and their respective affiliates
are, and may become in the future, customers of the Company and have engaged, or may in the future engage, in commercial banking, investment banking, financial advisory or other services with the Company for which they have in the past and/or may in
the future receive customary compensation and expense reimbursement.
The description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is
filed with this Current Report on Form 8-K as Exhibit 10.1.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On March 12, 2026, the Company entered into the Credit Agreement described in Item 1.01 above, which information is incorporated into this Item 2.03 by
reference.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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Amended and Restated Credit Agreement, dated as of March 12, 2026, by and among Littelfuse, Inc., certain subsidiaries of the company, as designated borrowers,
certain subsidiaries of the company, as guarantors, the lenders party thereto and Bank of America, N.A., as agent, , Citibank, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents, BMO Bank, N.A., PNC Bank, National Association, and
Wells Fargo Bank, National Association as co-documentation agents, BofA Securities, Inc. as sole bookrunner and joint lead arranger, and Citibank, N.A. and JPMorgan Chase Bank, N.A., as joint lead arrangers.
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURE
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 thereunto duly authorized.
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Date: March 13, 2026
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LITTELFUSE, INC.
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By:
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/s/ Abhishek Khandelwal
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Name:
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Abhishek Khandelwal
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Title:
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Executive Vice President and Chief Financial Officer
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