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): December 19, 2007 (December 18, 2007)
CLARCOR
INC.
(Exact name of registrant
as specified in its charter)
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| Delaware
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1-11024
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36-0922490 |
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| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification |
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Number) |
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| 840 Crescent Centre Drive,
Suite 600, Franklin, TN 37067 |
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| (Address of principal executive
offices) (Zip Code) |
Registrant’s telephone number, including area code 615-771-3100
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On December 18, 2007, CLARCOR Inc. (the “Company”) refinanced its existing $165,000,000
revolving credit facility by entering into a Credit Agreement by and among the Company, the lenders
party thereto, JPMorgan Chase Bank, National Association, as administrative agent, and certain
other lenders or affiliates thereof acting in the capacity of an agent, bookrunner or arranger.
The new credit facility consists of a five-year multi-currency revolving credit facility in a
dollar amount of up to $250,000,000, which includes a sublimit of $75.0 million for letters of
credit and a $20.0 million swingline facility (collectively, the “Credit Facility”). The Credit
Facility also includes an accordion feature that will allow the Company to increase the Credit
Facility by a total of up to $100.0 million, subject to securing additional commitments from
existing lenders or new lending institutions.
The Company will use the net proceeds of borrowings under the Credit Facility to repay amounts
outstanding under the Company’s previously existing revolving credit facility and for working
capital and other general corporate purposes.
At the Company’s election, loans made under the Credit Facility bear interest at either (1) a
rate per annum equal to the greater of the Administrative Agent’s prime rate or 0.5% in excess of
the Federal Funds Effective Rate (the “Alternate Base Rate”), less a specified margin of 0.25% per
annum, or (2) the one-, two-, three-, six-, nine-, or twelve-month per annum LIBOR for deposits in
the applicable currency (the “Eurocurrency Rate”), as selected by the Company, plus an applicable
margin. The applicable margin for Eurocurrency Rate advances depends on the Company’s leverage
ratio and varies from 0.300% to 0.875%. Swingline loans bear interest at the same rates as other
loans whose interest rate is calculated with reference to the Alternate Base Rate.
Commitment fees on the average daily unused portion of the Credit Facility are payable at
rates per annum ranging from 0.070% to 0.175%, depending on the Company’s leverage ratio. Letter
of credit fees are payable in respect of outstanding letters of credit at a rate per annum equal to
the applicable margin for Eurocurrency Rate loans.
Interest on Alternate Base Rate loans is payable at the end of each calendar quarter.
Interest on Eurocurrency Rate Loans is payable at the end of each interest rate period and at the
end of each three-month interval within an interest rate period if the period is longer than three
months. Principal is payable in full at maturity on December 18, 2012.
Borrowings under the credit facility are unsecured, but are guaranteed by the Company’s
material domestic subsidiaries.
The Credit Facility contains certain affirmative and negative covenants including negative
covenants that limit or restrict, among other things, dividends, secured indebtedness, mergers and
consolidations, asset sales, investments and acquisitions, liens and encumbrances, transactions
with affiliates, letters of credit and third-party bonds and other matters customarily restricted
in such agreements. The material financial covenants, ratios or tests contained in the Credit
Facility are as follows:
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The Company must maintain a ratio of consolidated funded indebtedness to adjusted
consolidated EBITDA of not more than 3.00 to 1.00. |
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The Company must maintain a ratio of consolidated EBIT to consolidated interest expense of
not less than 3.00 to 1.00. |
If an event of default shall occur and be continuing under the Credit Facility, the
commitments under the Credit Facility may be terminated and the principal amount outstanding under
the Credit Facility,
together with all accrued unpaid interest and other amounts owing in respect thereof, may be
declared immediately due and payable.
Certain of the lenders under the Credit Facility or their affiliates have provided, and may in
the future provide, certain commercial banking, financial advisory, and investment banking services
in the ordinary course of business for the Company, its subsidiaries and certain of its affiliates,
for which they receive customary fees and commissions.
The foregoing description of the Credit Facility does not purport to be complete and is
qualified in its entirety by reference to the credit agreement evidencing the Credit Facility,
which is attached hereto as Exhibit 10.1.
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| 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. |
The information under Item 1.01 above is incorporated by reference hereunder.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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10.1 |
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Credit Agreement, dated as of December 18, 2007, by and among the
Company, the lenders party thereto, JPMorgan Chase Bank, National Association,
as administrative agent, and certain other lenders or affiliates thereof acting
in the capacity of an agent, bookrunner or arranger. |