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): May 814, 2020

Jason Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36051

46-2888322

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)


833 East Michigan Street, Suite 900 Milwaukee, Wisconsin						53202
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (414) 277-9300

(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:

¨ 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: None

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 o

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. o

Item 1.01 Entry into a Material Definitive Agreement.

The information included in Item 8.01 with respect to the Second Amended and Restated Forbearance Agreement is incorporated by reference into this Item 1.01.

Item 8.01 Other Events.

~~Due~~As topreviously disclosed in the ~~ongoing~~Form ~~COVID~~8-19K ~~pandemic~~filed on April 6, 2020, Jason Incorporated (the “Borrower”), a subsidiary of Jason Industries, Inc. (the “Company”), iselected ~~hereby~~to ~~giving~~defer ~~notice~~making tothe ~~avail~~interest ~~itself~~payment of anapproximately ~~extension~~$2.3 tomillion ~~file~~due ~~its~~on ~~Quarterly~~March ~~Report~~31, on2020 ~~Form~~to ~~10-Q~~lenders ~~for~~under the ~~period~~Borrower’s ~~ended~~Second ~~March~~Lien 27Credit Agreement, ~~2020~~originally dated as of June 30, 2014 (the “~~Quarterly~~Second ~~Report~~Lien Credit Agreement”). The ~~Company~~failure isto ~~relying~~pay onthe interest within five business days of the ~~Securities~~interest ~~and~~payment ~~Exchange~~date ~~Commission’s~~resulted ~~Order~~in an event of default under ~~Section~~the 36Second ofLien Credit Agreement (the ~~Securities~~“Interest ~~Exchange~~Payment ~~Act~~Default”). Under the Intercreditor Agreement, originally dated as of ~~1934~~June ~~Modifying~~30, ~~Exemptions~~2014, ~~From~~the lenders under the ~~Reporting~~Second Lien Credit Agreement are not able to exercise their rights and ~~Proxy~~remedies ~~Delivery~~in ~~Requirements~~connection with the Interest Payment Default for ~~Public~~180 ~~Companies~~days. Further, ~~dated~~the ~~March~~Borrower 25failed to deliver a consolidated budget due on April 29, 2020, which failure, after giving effect to the grace period applicable thereto, will constitute an event of default under each of the Borrower’s First Lien Credit Agreement, originally dated as of June 30, 2014 (~~Release~~the ~~No.~~“First ~~34-88465~~Lien Credit Agreement”) (such anticipated event of default under the First Lien Credit Agreement, the “~~Order~~First Lien Budget Delivery Default”) and, to the extent the applicable lenders under the Second Lien Credit Agreement do not waive the corresponding event of default under the Second Lien Credit Agreement, an event of default under the First Lien Credit Agreement will occur resulting in an additional event of default under the First Lien Credit Agreement (such anticipated event of default, together with the First Lien Budget Delivery Default and the Interest Payment Default, the “Designated Defaults”). As of March 31, 2020, $89.9 million of principal amount of loans was outstanding under the Second Lien Credit Agreement.

~~The~~As ~~Company’s~~previously ~~operations~~disclosed ~~and~~in ~~business~~the ~~have~~Form ~~experienced~~8-K ~~significant~~filed ~~disruptions~~on ~~due~~April to6, 2020, the ~~unprecedented~~Borrower ~~conditions~~and ~~surrounding~~such of the ~~ongoing~~Company’s ~~COVID-19~~other ~~pandemic~~subsidiaries ~~together~~entered ~~with~~into ~~the~~an ~~various~~initial ~~measures~~forbearance ~~that federal~~agreement, ~~state,~~subsequently amended and ~~local~~restated ~~jurisdictions~~on ~~have~~April ~~taken~~30, in2020 ~~response~~as todisclosed in the ~~crisis.~~Form In8-K ~~response~~filed on May 5, 2020, that was set to ~~these~~expire ~~measures~~on May 14, ~~the~~2020. ~~Company~~On ~~has~~May ~~implemented~~14, ~~work-from-home~~2020, ~~arrangements~~the ~~for~~Borrower and certain of the Company’s ~~headquarters~~other subsidiaries entered into a Second Amended and ~~other~~Restated ~~offices~~Forbearance ~~globally.~~Agreement ~~The~~(the ~~work~~“Second toAmended ~~adapt~~and Restated Forbearance Agreement”) with the ~~Company’s~~requisite ~~operating~~lenders ~~practices~~(the to“Forbearing ~~protect~~Lenders”) under the ~~safety~~First ofLien ~~its~~Credit ~~employees,~~Agreement. Pursuant ~~business~~to ~~partners~~the Second Amended and Restated Forbearance Agreement, the ~~community~~Forbearing ~~has~~Lenders ~~been~~agreed ~~substantial~~to ~~and~~forbear isfrom ~~ongoing~~exercising their rights and remedies during the ~~Company~~Second isAmended ~~unable~~and toRestated ~~predict~~Forbearance ~~when~~Period ~~such~~(as ~~measures~~described ~~will~~below) beas ~~lifted~~a result of the Designated Defaults. InThe ~~connection~~Second ~~with~~Amended ~~the~~and ~~preparation~~Restated ofForbearance ~~the~~Period ~~Quarterly~~will ~~Report~~terminate on May 31, ~~the~~2020 ~~Company~~or ~~currently~~earlier isupon ~~experiencing~~prior ~~disruptions~~written notice of certain termination events as set forth in ~~its~~the ~~normal~~Second ~~processes~~Amended and ~~interactions~~Restated ~~with~~Forbearance ~~its~~Agreement. ~~accounting~~Additionally, ~~personnel~~the Second Amended and ~~others~~Restated ~~involved~~Forbearance inAgreement requires that the ~~preparation~~Borrower ofand the ~~Quarterly~~lenders ~~Report.~~under Asthe First Lien Credit Agreement enter into a ~~result~~restructuring ofsupport agreement by the ~~foregoing,~~expiration of the ~~Company’s~~Second ~~Quarterly~~Amended ~~Report~~and Restated Forbearance Period, which ~~prior~~may tobe ~~the~~extended ~~Order~~at ~~was~~the ~~due~~Forbearing onLenders ~~May~~discretion. ~~11,~~Pursuant ~~2020,~~to isthe ~~now~~Second ~~expected~~Amended toand beRestated ~~filed~~Forbearance onAgreement, orthe ~~prior~~Borrower toshall ~~June~~pay ~~25,~~a ~~2020.~~

~~Pursuant to the Order, set forth below is a Risk Factor disclosing the impact of COVID-19 on the Company’s business and operations:~~1

~~The~~1.00% ~~coronavirus~~forbearance fee (~~COVID-19)~~expressed ~~pandemic~~as ~~will~~a ~~have~~percentage aof ~~negative~~the ~~impact~~outstanding onprincipal ~~our~~amount of the first lien term loans held by such Forbearing Lenders) to the Forbearing Lenders within one business, ~~financial~~day ~~condition,~~of ~~cash~~execution ~~flows~~of the Second Amended and ~~results~~Restated ofForbearance ~~operations~~Agreement.

The ~~COVID-19~~Second ~~pandemic~~Amended ~~has resulted in national, state~~ and ~~local~~Restated ~~government~~Forbearance ~~authorities~~Period ~~implementing~~will ~~numerous~~terminate, ~~measures~~for toexample, ~~try~~upon tothe ~~contain~~Borrower or the ~~virus,~~other ~~such~~loan asparties ~~travel~~incurring ~~bans~~certain ~~and~~indebtedness ~~restrictions,~~or ~~border closings~~liens, ~~restrictions~~making oncertain ~~public~~restricted ~~gatherings~~payments, ~~quarantining~~investments ofor ~~people who may have been exposed to the virus~~dispositions, ~~shelter-in-place restrictions, and limitations~~ or ~~shutdowns~~making ofcapital ~~business~~expenditures ~~operations.~~in ~~These~~excess ~~measures have impacted and may further impact our workforce and operations, the operations~~ of ~~our customers and distributors~~$750,000 ~~and~~during ~~those~~the ofperiod ~~our~~from ~~vendors~~May ~~and suppliers. We have significant operations worldwide~~14, ~~including~~2020 inthrough ~~the~~May ~~United States~~31, ~~Mexico and Germany~~2020, ~~and~~if ~~each of these countries has been affected by~~ the ~~outbreak~~Borrower ~~and~~fails ~~taken measures~~ to ~~try~~pay tothe ~~contain~~forbearance itfee, ~~resulting~~or inan ~~disruptions~~event ~~at some~~ of ~~our~~default ~~manufacturing~~occurring ~~facilities~~under ~~and support operations. There is considerable uncertainty regarding~~ the ~~impact,~~First ~~and~~Lien ~~expected~~Credit ~~duration,~~Agreement. ofThe ~~such~~Second ~~measures~~Amended and ~~potential~~Restated ~~future~~Forbearance ~~measures,~~Period ~~and~~will ~~restrictions~~also onterminate ~~our~~if ~~access~~the toBorrower ~~our~~or ~~facilities~~any orof onits ~~our~~subsidiaries ~~support~~pays ~~operations~~any orprincipal, ~~workforce~~interest, fees or ~~similar~~other ~~limitations~~expenses ~~for~~with ~~our~~respect ~~vendors and suppliers. There is no certainty that measures taken by governmental authorities will be sufficient~~ to ~~mitigate~~ the ~~risks~~loans ~~posed~~under by the ~~virus,~~Second ~~and~~Lien ~~our~~Credit ~~ability~~Agreement toduring ~~perform~~the ~~critical~~Second ~~functions~~Amended ~~could~~and beRestated ~~harmed~~Forbearance Period.

The ~~COVID-19~~Company ~~pandemic~~continues ~~has~~to ~~significantly~~be ~~increased~~engaged ~~economic~~in ~~and~~constructive ~~demand~~discussions ~~uncertainty.~~with ~~The~~key ~~pandemic~~stakeholders, ~~has~~including ~~caused~~its ansecured ~~economic~~creditors ~~slowdown~~and ~~that~~the isAd ~~likely~~Hoc ~~to continue~~Group, ~~and~~on ita isplan ~~possible~~to ~~that~~strengthen itits ~~could cause an extended global recession. A global recession would negatively impact our~~ business, ~~financial condition, cash flows~~ and ~~results~~its ofbalance ~~operations~~sheet, ~~and~~while wecontinuing ~~could be required~~ to ~~recognize~~serve aits ~~non-cash~~customers, ~~impairment~~maintain ~~charge~~relationships towith ~~operating~~its ~~earnings~~suppliers ~~for~~and ~~goodwill,~~take ~~other~~prudent ~~intangible~~actions ~~assets,~~to orpreserve ~~other~~liquidity ~~long~~during COVID-~~lived~~19 ~~assets~~global pandemic.

~~The~~This ~~COVID-19~~description ~~pandemic~~of ~~has~~the ~~weakened~~Second ~~demand~~Amended ~~for~~and ~~our~~Restated ~~products,~~Forbearance ~~which~~Agreement ~~has~~is ~~resulted in~~ a ~~decline~~summary inonly ~~sales~~ and ~~customer~~is ~~orders,~~qualified ~~and~~in itits ~~remains~~entirety ~~uncertain~~by ~~what~~reference ~~impact~~to ~~this~~the ~~weakened~~full ~~demand~~text ~~will~~of ~~have~~the onSecond ~~future~~Amended ~~sales~~ and ~~customer~~Restated ~~orders~~Forbearance ~~once~~Agreement, ~~conditions~~which ~~begin~~is tofiled ~~improve.~~as ~~The~~Exhibit ~~pandemic~~10.1 ~~could also continue~~ to ~~disrupt~~this ~~our supply chain~~report.

InForward ~~recent~~Looking weeks, the spread of COVID-19 has led to disruption and volatility in the global capital markets, which may adversely affect our and our customers’ and suppliers’ liquidity, cost of capital and ability to access the capital markets. As a result, the continued spread of COVID-19 could adversely affect the ability of our customers to perform, including in making timely payments to us, which could further adversely impact our business, financial condition, cash flows and results of operations. There can be no assurance that the Company will be successful in accessing the capital markets to obtain financing for additional liquidity, if needed, on acceptable terms. The Statements

~~disruption~~This ~~and~~report ~~volatility~~includes in“forward-looking statements” within the ~~global~~meaning ~~capital~~of ~~markets~~the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may ~~restrict~~be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “guidance,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements with respect to strategies, prospects and other aspects of the Company’s businesses are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. Such factors include, but are not limited to, adverse effects caused by the COVID-19 pandemic; risks associated with the ability to identify and complete strategic alternatives; risks associated with discussions and negotiations with key stakeholders related to the Second Amended and Restated Forbearance Agreement and that our lenders could accelerate our debt after an event of default, including the Designated Defaults; risks associated with the ability to ~~raise~~maintain ~~any~~and ~~such~~preserve ~~additional~~liquidity ~~funds~~due to a variety of reasons, atincluding ~~least~~the level of demand for the Company’s products, volatility in the ~~near~~prices ~~term~~of raw materials and the Company’s ability to pass along increased costs, ~~resulting~~competition in athe ~~negative~~Company’s ~~impact~~markets, onand the Company’s ~~liquidity~~ability to grow and manage growth profitably; the Company’s ability to access additional capital; changes in applicable laws or regulations; the Company’s ability to attract and retain qualified personnel; the impact of proposed and potential regulations related to the U.S. Tax Cuts and Jobs Act; the possibility that the Company may be adversely

The COVID-19 pandemic has had, and will continue to have, a negative impact on our business, financial condition, cash flows and results of operations, although the full extent is uncertain. As the pandemic continues to rapidly evolve, the extent of the impact on our business, financial condition, cash flows and results of operations will depend on future developments, including, but not limited to, the duration and spread of the pandemic (including any relapses), its severity, the actions to contain the virus and/or treat its impact, related restrictions on travel, the duration, timing and severity of the impact on customer spending (including any recession resulting from the pandemic), and how quickly and to what extent normal economic and operating conditions can resume, all of which are highly uncertain and cannot be predicted.2

affected by other economic, business and/or competitive factors; and other risks and uncertainties identified in the Company’s most recent Annual Report on Form 10-K/A, as such may be amended or supplemented by subsequent Quarterly Reports on Form 10-Q or other reports filed with the Securities and Exchange Commission.

Any forward-looking statement made by us in this report speaks only as of the date on which we make it. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

10 Second Amended and Restated Forbearance Agreement, dated May 14, 2020, by and among Jason Incorporated, the Guarantors party thereto and the Forbearing Lenders party thereto

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.

Date: May 8, 2020	Jason Industries, Inc.
	By:	/s/ Chad M. Paris
	Name:	Chad M. Paris
	Title:	Senior Vice President and Chief Financial Officer

JASON INDUSTRIES, INC.

By: /s/ Chad M. Paris

Name: Chad M. Paris

Title: Senior Vice President and Chief Financial Officer

Date: May 15, 2020

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