UNIVERSAL TECHNICAL INSTITUTE INC false 0001261654 0001261654 2024-09-26 2024-09-26

 

 

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 26, 2024

 

 

UNIVERSAL TECHNICAL INSTITUTE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-31923   86-0226984
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

4225 E. Windrose Drive, Suite 200, Phoenix, Arizona

(Address of principal executive offices)

  

85032

(Zip Code)

(623) 445-9500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K 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:

 

Common Stock, par value $0.0001 per share

  

UTI

  

New York Stock Exchange

(Title of each class)   (Trading
symbol)		   (Name of each exchange
on which registered)

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.

Amendment to Credit Agreement.

As previously disclosed, Universal Technical Institute, Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries (collectively with the Company, the “Loan Parties”), entered into a Credit Agreement, dated as of November 18, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with Fifth Third Bank, a national banking association (the “Lender”). On September 26, 2024, the Loan Parties entered into a Third Amendment to Credit Agreement (the “Amendment”) with the Lender to, among other things, (i) increase the revolving loan commitment amount to $125.0 million, (ii) add a $25.0 million accordion feature, (iii) extend the maturity date of the Credit Agreement to November 30, 2027, and (iv) eliminate the credit spread adjustment.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which will be timely filed as an exhibit to the Company’s upcoming Annual Report on Form 10-K in accordance with applicable rules and regulations of the Securities and Exchange Commission.

 

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 of this Current Report on Form 8-K is incorporated by reference herein.

 

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 26, 2024   Universal Technical Institute, Inc.
    By:  

/s/ Christopher Kevane

    Name:    Christopher Kevane
    Title:    Executive Vice President and Chief Legal Officer

 

3

v3.24.3
Document and Entity Information
Sep. 26, 2024
Cover [Abstract]  
Entity Registrant Name UNIVERSAL TECHNICAL INSTITUTE INC
Amendment Flag false
Entity Central Index Key 0001261654
Document Type 8-K
Document Period End Date Sep. 26, 2024
Entity Incorporation State Country Code DE
Entity File Number 1-31923
Entity Tax Identification Number 86-0226984
Entity Address, Address Line One 4225 E. Windrose Drive
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Phoenix
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85032
City Area Code (623)
Local Phone Number 445-9500
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.0001 per share
Trading Symbol UTI
Security Exchange Name NYSE
Entity Emerging Growth Company false
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