f8k_aug242007.htm
UNITED
STATES
|
SECURITIES
AND EXCHANGE COMMISSION
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______________________________
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Pursuant
to Section 13 or 15(d) of the
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Securities
Exchange Act of 1934
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August
24,
2007
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Date
of Report (Date of earliest event
reported)
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The
Hershey
Company
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(Exact
name of registrant as specified in its
charter)
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Delaware
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(State
or other jurisdiction of
incorporation)
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1-183
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23-0691590
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(Commission
File Number)
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(IRS
Employer Identification No.)
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100
Crystal A Drive, Hershey,
Pennsylvania 17033
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(Address
of Principal Executive Offices) (Zip
Code)
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Registrant's
telephone number, including area code: (717)
534-4200
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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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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN
REPORT
Item
1.01
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Entry
Into a Material Definitive
Agreement
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In
December 2006, The Hershey Company (the “Company”) entered into a five year
credit agreement (the “Five Year Credit Agreement”) with the banks, financial
institutions and other institutional lenders (collectively the “Lenders”) as
more fully described in the Company’s Current Report on Form 8-K, filed with the
Securities and Exchange Commission on December 11, 2006. The Five
Year Credit Agreement established an unsecured revolving credit facility under
which the Company may borrow up to $1.1 billion with the option to increase
borrowings by an additional $400 million with the concurrence of the
Lenders. Funds borrowed (“Borrowings”) may be used for general
corporate purposes, including commercial paper backstop.
Due
to
seasonal working capital needs, share repurchases and other business activities,
the Company currently expects Borrowings to exceed $1.1 billion from time to
time during the next twelve months. In lieu of increasing the
borrowing limit under the Five Year Credit Agreement, the Company entered into
a
new short-term credit agreement (the “Short-Term Credit Agreement”) on August
24, 2007 with the banks, financial institutions and other institutional lenders
listed on the signature pages thereof (collectively the “New Facility Lenders”),
Citibank, N.A., as administrative agent for the New Facility Lenders, Bank
of
America, N.A., as syndication agent, UBS Loan Finance LLC, as documentation
agent, and Citigroup Global Markets Inc. and Banc of America Securities LLC,
as
joint lead arrangers and joint book managers. The Short-Term Credit
Agreement establishes an unsecured revolving credit facility under which the
Company may borrow up to $300 million. Funds borrowed may be used for
general corporate purposes, including commercial paper
backstop. Advances other than competitive bid advances may be repaid
without penalty at any time prior to the last day of the
Agreement. Competitive bid advances must be paid at maturity, and may
not be prepaid. The Short-Term Credit Agreement contains a financial
covenant whereby the ratio of (a) pre-tax income from continuing operations
from
the most recent four fiscal quarters to (b) consolidated interest expense for
the most recent four fiscal quarters may not be less than 2.0 to 1.0 at the
end
of each fiscal quarter. The Short-Term Credit Agreement contains
customary representations and warranties and events of
default. Payment of outstanding advances may be accelerated, at the
option of the New Facility Lenders, should the Company default in its
obligations under the Short-Term Credit Agreement. The Short-Term
Credit Agreement will expire on August 22, 2008. A copy of the
Short-Term Credit Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
The
foregoing descriptions of the Five Year Credit Agreement and the Short-Term
Credit Agreement do not purport to be complete and are qualified in their
entirety by reference to the full text of the respective
agreements. The Five Year Credit Agreement was filed on December 11,
2006 as Exhibit 10.1 to the Company’s Current Report on Form 8-K. The
Short-Term Credit Agreement is attached hereto as Exhibit 10.1.
In
the
ordinary course of their respective businesses, the New Facility Lenders and
their affiliates have engaged, and may in the future engage, in commercial
banking and/or investment banking transactions with the Company and its
affiliates. The New Facility Lenders are Lenders under the Five Year
Credit Agreement, along with seven other banking
institutions. Citibank, N.A. was formerly Trustee, and affiliates of
Bank of America N.A. and UBS Loan Finance LLC were underwriters of, the
Company’s offering in August 2005 of $250 million 4.850% Notes due August 15,
2015. Citibank, N.A. was formerly Trustee, and affiliates of
Citibank, N.A., Bank of America N.A. and UBS Loan Finance LLC were underwriters
of, the Company’s offering in August 2006 of $250 million 5.300% Notes due
September 1, 2011 and $250 million 5.450% Notes due September 1,
2016.
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant
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The
information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits
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(d) Exhibits
10.1 Short-Term
Credit Agreement
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.
Date:
August 30, 2007
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THE
HERSHEY COMPANY
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By: /s/ Bert
Alfonso
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Humberto
(Bert) P. Alfonso
Senior
Vice President,
Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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Short-Term
Credit Agreement
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