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): January 27,
2009
(Exact
Name of Registrant as Specified in Its Charter)
(State or
Other Jurisdiction of Incorporation)
000-27707
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20-2783217
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1330
Avenue of the Americas, 34th
Floor, New York, NY
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10019-5400
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
(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 (see General
Instruction A.2. below):
o Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into Material Definitive
Agreement
On January 27, 2009, NexCen Brands, Inc.
(the “Company”) amended its existing bank credit facility (the
“Facility”) by entering into an
omnibus amendment (“Omnibus Amendment”) by and among the Company, NexCen
Holding Corporation, a wholly owned subsidiary of the Company (“Issuer”),
certain of the Issuer’s subsidiaries (“Subsidiary Borrowers”), certain of the
Company’s subsidiaries which provide franchise and brand management to the
Subsidiary Borrowers (the “Managers”) and BTMU Capital Corporation
(“BTMUCC”).
This
Omnibus Amendment modifies certain provisions of the Facility and specifically
the Facility’s security agreement, management agreements, and the Class B
franchise notes. The key provisions of the Omnibus Amendment include
the following:
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·
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the
interest rate on the Class B franchise notes has been reduced to 8% per
year through July 31, 2011, the maturity date on the notes, from the
original interest rates prior to the amendment of 12% from August 15, 2008
through July 31, 2009 and 15% from August 1, 2009 through the maturity
date;
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·
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the
event of default and associated definitions related to the debt service
coverage ratios of the Class A and Class B franchise notes has been
loosened for the 2009 calendar
year;
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·
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the
event of default related to the valuation of the Company’s brands has been
modified so that the outstanding balance of the Class A and Class B
franchise notes must be less than 85% of the aggregate fair market value
of the assets held by such brands rather than, prior to the amendment, the
outstanding balance of all notes;
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·
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the
covenant related to the valuation of the Company’s brands and the
associated deliverable report has been modified so that the Issuer will no
longer be required to deliver such report for the fiscal year ended
December 31, 2008 unless and until requested by BTMUCC;
and
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·
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the
covenant related to receipt of a qualified audit report has been modified
so that the receipt of a qualified audit report for the fiscal year ended
December 31, 2008 would no longer trigger a manager termination event
under the respective management agreements or an event of default under
the security agreement.
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The foregoing description of the Omnibus
Amendment to the Facility and the modifications contained therein does not
purport to be complete and is qualified in its entirety by the terms and
conditions of such Omnibus Amendment, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K. Additional information regarding the
terms and conditions of the Facility are included in the Company’s Current
Reports on Form 8-K filed with the Securities Exchange Commission on August 21,
2008 and December 29, 2008.
Item
2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant
As
discussed above in Item 1.01, the Company amended its existing bank credit
facility. The descriptions in Item 1.01 are incorporated herein by
reference.
Item
8.01 Other Events
On January 29, 2009, the Company issued
a press release announcing the Omnibus Amendment to its existing bank credit
facility as described above. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
9.01 Financial Statements
and Exhibits
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10.1
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Omnibus Amendment dated January
27, 2009 by and among NexCen Brands, Inc., NexCen Holding
Corporation, the Subsidiary Borrowers parties thereto, the Managers
parties thereto, and BTMU Capital
Corporation.
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99.1
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Press Release dated January 29,
2009.
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SIGNATURES
According
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 on January 29, 2009.
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NEXCEN
BRANDS, INC. |
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/s/ Sue
J. Nam |
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By: |
Sue
J. Nam |
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Its: |
General
Counsel |
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