form8k.htm
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): June
16, 2008
REGAL BELOIT
CORPORATION
(Exact
name of registrant as specified in its charter)
Wisconsin
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1-7283
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39-0875718
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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200 State
Street, Beloit, Wisconsin 53511-6254
(Address
of principal executive offices, including zip code)
(608)
364-8800
(Registrant’s
telephone number, including area code)
_______________________
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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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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Item
1.01
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Entry into a Material
Definitive Agreement.
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On June
16, 2008, Regal Beloit Corporation (the “Company”) entered into a Term Loan
Agreement among the Company, the financial institutions party thereto, U.S.
Bank, National Association and Wells Fargo Bank, N.A., as co-documentation
agents, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank,
N.A., as syndication agent (the “Term Loan Agreement”). The Term Loan
Agreement is available for general corporate purposes.
Pursuant
to the Term Loan Agreement, the Company borrowed an aggregate principal amount
of $165 million on June 16, 2008, which is the initial maximum aggregate amount
of availability under the term loan facility. The Term Loan Agreement
provides that the Company can seek to increase the maximum aggregate amount of
availability under the term loan facility by $75 million, subject to certain
conditions, including the identification of lenders (which may include existing
lenders or new lenders) willing to provide the additional
commitments.
The
Company may repay amounts under the Term Loan Agreement from time to time until
the maturity of the term loan in June 2013, at which time all amounts
outstanding under the term loan facility will become due and
payable. Voluntary prepayments under the Term Loan Agreement are
permitted at any time without penalty upon proper notice.
The term
loan will be guaranteed by certain domestic subsidiaries of the
Company. All borrowings under the Term Loan Agreement are
unsecured.
Borrowings
under the Term Loan Agreement generally bear interest at a variable rate equal
to (i) LIBOR plus a specified margin (which may range from .75% to 1.50%),
which may be adjusted upward or downward depending on whether certain criteria
are satisfied, or (ii) the alternate base rate (which is the higher of the
Bank of America, N.A. prime rate or the federal funds rate plus
..50%).
The Term
Loan Agreement contains various restrictions and covenants, including
requirements that the Company maintain certain financial ratios at prescribed
levels and restrictions on the ability of the Company and certain of its
subsidiaries to consolidate or merge, create liens, incur additional
indebtedness or dispose of assets. The Term Loan Agreement requires
maintenance on a rolling four quarter basis of a maximum leverage ratio (as
defined) of 3.75x and a minimum interest coverage ratio (as defined) of 3.00x,
in each case tested as of the last day of each fiscal quarter. The
Term Loan Agreement does not contain a restriction specifically limiting the
Company’s ability to pay dividends on its common stock.
The Term
Loan Agreement also contains customary events of default. If an event
of default under the Term Loan Agreement occurs and is continuing, the lenders
may increase the interest rate on all obligations under the Term Loan Agreement
to 2.00% per annum above the otherwise applicable rate and the lenders may
declare any outstanding obligations under the Term Loan Agreement to be
immediately due and payable. In addition, if the Company becomes the
subject of voluntary or involuntary proceedings under any bankruptcy, insolvency
or similar law or certain other events occur that evidence any such company’s
insolvency, then any outstanding obligations under the Term Loan Agreement will
be immediately due and payable.
The
description of the Term Loan Agreement set forth above is qualified by reference
to the Term Loan Agreement filed herewith as Exhibit 4.1 and incorporated herein
by reference.
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 provided in Item 1.01 of this Current Report on Form 8-K is hereby
incorporated by reference into this Item 2.03.
Item
9.01.
Financial Statements
and Exhibits.
(d)
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Exhibits. The
following exhibit is being filed
herewith:
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(4.1)
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Term
Loan Agreement, dated as of June 16, 2008, among Regal Beloit Corporation,
the financial institutions party thereto, U.S. Bank, National Association
and Wells Fargo Bank, N.A., as co-documentation agents, Bank of America,
N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as
syndication agent.
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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.
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REGAL BELOIT
CORPORATION |
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Date:
June 18, 2008
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By:
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/s/ Paul
J. Jones |
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Paul
J. Jones |
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Vice
President, General Counsel and Secretary |
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REGAL
BELOIT CORPORATION
Exhibit
Index to Current Report on Form 8-K
Dated
June 16, 2008
Exhibit
Number
(4.1)
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Term
Loan Agreement, dated as of June 16, 2008, among Regal Beloit Corporation,
the financial institutions party thereto, U.S. Bank, National Association
and Wells Fargo Bank, N.A., as co-documentation agents, Bank of America,
N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as
syndication agent.
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