form8k.htm
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):
|
December
28, 2007
|
THE
MIDDLEBY CORPORATION
|
(Exact
Name of Registrant as Specified in its
Charter)
|
Delaware
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1-9973
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36-3352497
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(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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1400
Toastmaster Drive, Elgin, Illinois
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60120
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(Address
of Principal Executive Offices)
|
(Zip
Code)
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(847)
741-3300
|
(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 filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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 a Material Definitive Agreement.
On
December 28, 2007, The Middleby Corporation (the “Company”) entered into a
Fourth Amended and Restated Credit Agreement, dated December 28, 2007 (the
“New
Credit Facility”), among Middleby Marshall Inc. (“Middleby Marshall”), as
borrower, the Company, various financial institutions from time to time party
thereto as lenders, Bank of America (“BOA”), as administrative agent for the
lenders, and the other agents and other persons party thereto. The
New Credit Facility provides for a $450 million revolving credit
facility. On December 28 and 31, 2007, the Company borrowed
approximately $279.4 million in the aggregate to fund its acquisition of New
Star International Holdings, Inc. (“New Star”) and to refinance the balances
under the Company’s and New Star’s existing credit facilities. The
information set forth in Item 2.03 of this Current Report on Form 8-K is
incorporated by reference herein. The description of the New Credit
Facility set forth above is qualified in its entirety by reference to the New
Credit Facility, which is filed as Exhibit 10.1 hereto and incorporated herein
by reference.
Item
2.01 Completion
of Acquisition or Disposition of Assets.
On
December 31, 2007, the Company, through its wholly-owned subsidiary Middleby
Marshall, completed its acquisition of New Star. Pursuant to an
agreement and plan of merger, dated as of November 18, 2007 (the “Merger
Agreement”), by and among Middleby Marshall, New Cardinal Acquisition Sub Inc.,
a wholly-owned subsidiary of Middleby Marshall (“Merger Sub”), New Star and
Weston Presidio Capital IV, L.P., solely for the purpose of accepting
appointment as the Equityholders’ Representative (as defined in the Merger
Agreement), Merger Sub merged with and into New Star, with New Star becoming
a
wholly owned subsidiary of Middleby Marshall. The Company purchased
New Star in an all cash transaction valued at approximately $188.4 million,
subject to certain post-closing adjustments.
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 with
respect to the New Credit Facility is incorporated by reference
herein.
As
discussed in Item 1.01 above, on December 28, 2007, the Company entered into
the
New
Credit Facility. The New Credit Facility provides for, among other
things, a new $450 million revolving credit facility, which includes a $25
million sublimit for the issuance of standby and commercial letters of credit
and a $15 million sublimit for swing line loans. The revolving credit
facility will terminate and all amounts outstanding thereunder will be due
and
payable in December 2012. The New Credit Facility provides that, at
Middleby Marshall’s option, the loans (other than any swing line loan) will bear
interest at a rate equal to either (i) the sum of LIBOR for such interest period
plus a margin from time to time in effect (determined based upon the ratio
of
funded debt to EBITDA) or (ii) the base rate from time to time
in
effect (defined as the higher of (x) the BOA prime rate and (y) the Federal
funds rate plus .50%). The swing line loans, if any, will bearinterest
at a rate per
annum equal to the base rate from time to time in
effect.
The
New Credit Facility provides that the Company is required to comply on a
quarterly basis with the following financial covenants:
o
|
under
the leverage ratio covenant, as of the last day of each fiscal quarter,
the ratio of (i) total funded debt of the Company and its subsidiaries
to
(ii) pro forma consolidated EBITDA (as defined in the New Credit
Facility)
of the Company and its consolidated subsidiaries must not exceed
3.5 to
1.0; and
|
o
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under
the fixed charge coverage ratio covenant, as of the last day of each
fiscal quarter, for the 12-month period then ended, the ratio of
(i) pro
forma EBITDA for such period less capital expenditures for such period
less cash income tax expense for such period less cash dividends
paid by
the Company during such period to (ii) to consolidated cash interest
expense of the Company and its subsidiaries for such period plus
certain
scheduled principal payments on debt of the Company and its subsidiaries
during such period must be equal to or greater than 1.25 to
1.0.
|
The terms of the New Credit Facility also, among other things, limit the paying
of dividends and the incurrence of other debt. The New Credit Facility also
requires the Company to represent and warrant each time that Middleby Marshall
borrows or requests the issuance of a letter of credit under the New Credit
Facility that no material adverse change in the business, assets, operations,
condition (financial or otherwise) or prospects of the Company and its
subsidiaries taken as a whole has occurred since December 30, 2006.
Item
9.01. Financial
Statements and Exhibits.
(a) Financial
Statements of Business Acquired
The
financial statements required by Item 9.01(a) will be filed by amendment no
later than 71 calendar days after the date this Current Report on Form 8-K
must
be filed.
(b)
Pro Forma Financial Information
The
pro forma financial information required by Item 9.01(b) will be filed by
amendment no later than 71 calendar days after the date this Current Report
on
Form 8-K must be filed.
(d)
Exhibits.
Exhibit
10.1
|
Fourth
Amended and Restated Credit Agreement dated as of December 28, 2007,
among
Middleby Marshall Inc., The Middleby Corporation, Various Financial
Institutions, Wells Fargo Bank, N.A., as syndication agent, Royal
Bank of
Canada and RBS Citizens, N.A., as Co-Documentation Agents, Fifth
Third
Bank and National City Bank, as Co-Agents, and Bank of America, N.A.,
as
Administrative Agent, Issuing Lender and Swing Line Lender.*
|
*
Schedules omitted pursuant to Section 601(b)(2) of Regulation S-K. The Company
agrees to furnish a copy of any omitted schedule to the SEC upon
request.
SIGNATURES
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.
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THE
MIDDLEBY CORPORATION
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|
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Dated:
January 4, 2008
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By: /s/
Timothy J.
FitzGerald
|
|
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Timothy
J. FitzGerald
Vice
President and
Chief
Financial Officer
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Exhibit
Index
Exhibit
No. |
Description |
|
|
Exhibit
10.1
|
Fourth
Amended and Restated Credit
Agreement dated as of December 28, 2007, among Middleby Marshall
Inc., The
Middleby Corporation, Various Financial Institutions, Wells Fargo
Bank,
N.A., as syndication agent, Royal Bank of Canada and RBS Citizens,
N.A.,
as Co-Documentation Agents, Fifth Third Bank and National City Bank,
as
Co-Agents, and Bank of America, N.A., as Administrative Agent, Issuing
Lender and Swing Line
Lender.*
|
* Schedules
omitted pursuant to Section
601(b)(2) of Regulation S-K. The Companyagrees
to furnish a copy of any omitted
schedule to the SEC upon request.