Credit Facility
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
19, 2005
Modine
Manufacturing Company
Exact
name of registrant as specified in its charter
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Wisconsin
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1-1373
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39-0482000
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State
or other jurisdiction of incorporation
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Commission
File Number
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I.R.S.
Employer Identification Number
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1500
DeKoven Avenue, Racine, Wisconsin
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53403
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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:
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(262)
636-1200
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Check
the
appropriate below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions.
[
]
Written communications pursuant to Rule 425 under the Securities Act
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
TABLE
OF CONTENTS
Item
1.01. Entry
into a Material Definitive Agreement.
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
Item
9.01. Financial Statements and
Exhibits.
Signatures
Exhibit
Index
EX-10.1 Credit
Agreement dated
as
of December 13, 2005 among Modine Holding GmbH as Borrower, Modine Manufacturing
Company as Parent and a Guarantor, certain subsidiaries of Modine, as
Guarantors, J.P. Morgan Europe Limited, as Agent, J.P. Morgan plc as Lead
Arranger and the following financial institutions: J.P. Morgan Europe Limited
and SunTrust Bank, in the aggregate principal amount of
€71,000,000.
INFORMATION
TO BE INCLUDED IN THE REPORT
Item
1.01. Entry
into a Material Definitive Agreement.
On
December 20, 2005, Modine Manufacturing Company (“Modine”) borrowed the
aggregate principal amount of €71,000,000 (the “Loan”) under a Credit
Agreement (the
“Credit Agreement”) dated as of December 13, 2005 among Modine Holding GmbH (a
newly formed subsidiary organized under the laws of Austria) as Borrower, Modine
as Parent and a Guarantor, certain subsidiaries of Modine, as Guarantors, J.P.
Morgan Europe Limited, as Agent, J.P. Morgan plc as Lead Arranger and the
following financial institutions: J.P. Morgan Europe Limited and SunTrust Bank.
The effective date of the Credit Agreement (the date on which the Credit
Agreement was executed by all parties and all conditions precedent set forth
in
the Credit Agreement were satisfied) was December 19, 2005.
The
proceeds of the Loan will be used (1) by Modine Holding GmbH to purchase a
portion of the shares of Modine’s Austrian operating subsidiary, Modine Austria
GmbH, for the purpose of repatriation of cash from Modine subsidiaries in Europe
for Modine to avail itself of associated tax benefits and (2) for general
corporate purposes.
The
following is a summary of the Credit Agreement:
-
The
aggregate commitment of €71,000,000 includes (i) €30,000,000 to be repaid on or
before December 30, 2005 (the “Short Term Portion”); and (ii) €41,000,000 to be
repaid on or before September 30, 2009 (the “Long Term Portion”).
-
The
interest rate under the Credit Agreement is 0.55% over EURIBOR
for the Short Term Portion and ranges from 0.55% to 1.25% over EURIBOR for
the
Long Term Portion.
-
The
Credit Agreement contains customary covenants (including compliance with laws,
maintenance of insurance, keeping of books, conduct of business, maintenance
of
properties, payment of taxes, inspection of records, and furnishing of quarterly
and annual financial statements, quarterly compliance certificates and other
financial information).
-
The
Credit Agreement also contains customary restrictive covenants, including
certain specified restrictions on the following:
●
dividends, repurchases and retirement of common stock;
●
other
indebtedness;
●
consolidations and mergers;
●
sale
of
assets;
●
investments, loans and advances;
●
liens
and encumbrances; and
●
transactions with affiliates.
The
Credit Agreement also contains certain financial covenants, including covenants
pertaining to the following (calculated on a consolidated basis):
●
Leverage
Ratio:
The
Company will maintain a ratio of total debt to adjusted EBITDA of not more
than
3.0 to 1. Adjusted EBITDA will be calculated on a rolling four-quarter
basis.
●
Interest
Expense Coverage Ratio:
The
Company shall maintain a ratio of EBIT to interest expense of not less than
3.0
to 1, on a rolling four-quarter basis.
- The
Credit Agreement sets forth certain events of default including (i) failure
to
pay when due any principal, interest or other amount payable; (ii) default
in
the performance of the covenants regarding providing notice of default,
limitation on payments, loans, advances, investments, acquisitions, liens,
maintenance of existence, dissolution, consolidation, merger, sale of assets
and
use of proceeds; (iii) default in the observance or performance of other
covenants for 30 days after written notice; (iv) representation or warranty
in
the Credit Agreement proves to have been false or incorrect in any material
respect on the date as of which it was made; (v) default in the payment on
any
outstanding debt in an aggregate principal amount of at least $20,000,000;
(vi)
the occurrence of bankruptcy events; (vii) becoming subject to one or more
unpaid judgments in excess of $20,000,000; (viii) becoming subject to liability
under ERISA or having certain material events occur under ERISA covered plans;
(ix) a change in control; (x) non-payment of a rate management obligation;
(xi)
a seizure of a substantial portion of its property by a governmental entity;
(xii) subsidiary guarantees ceasing to be valid; and (xiii) invalidity of
collateral protections. Except as described below, upon the happening of any
event of default, Lenders holding not less than 51% in outstanding principal
amount (or, if there are two or more Lenders, at least two Lenders) may at
any
time at its or their option, by notice or notices to Modine, declare all the
Loan then outstanding to be immediately due and payable. If a bankruptcy event
of default occurs, the Loan shall immediately become due and payable without
any
election or action on the part of any Lender or Agent.
Except
for the Modine subsidiaries that are party to the Credit Agreement, there are
no
material relationships between Modine and any of the other parties to the Credit
Agreement.
The
foregoing description of the Credit Agreement is qualified in its entirety
by
reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1
to
this report.
Item
2.03. Creation of a Direct Financial
Obligation.
See
the
disclosure under Item 1.01 of this report, which is incorporated by reference
into this Item 2.03 in its entirety.
Item
9.01. Financial Statements and
Exhibits.
(a)
Financial Statements of Business Acquired.
Not
Applicable.
(b)
Pro
Forma Financial Information.
Not
Applicable.
(c) Shell
company transactions
Not
Applicable
(d) Exhibits
10.1
Credit
Agreement dated
as
of December 13, 2005 among Modine Holding GmbH as Borrower, Modine Manufacturing
Company as Parent and a Guarantor, certain subsidiaries of Modine, as
Guarantors, J.P. Morgan Europe Limited, as Agent, J.P. Morgan plc as Lead
Arranger and the following financial institutions: J.P. Morgan Europe Limited
and SunTrust Bank, in the aggregate principal amount of
€71,000,000.
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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Modine
Manufacturing Company
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By:
/s/
D. B. Rayburn
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D. B. Rayburn
President and Chief Executive Officer
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By:
/s/
D. R. Zakos
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D. R. Zakos
Vice
President, General Counsel and Secretary
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Date:
December 22, 2005
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Exhibit
10.1
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Credit
Agreement dated
as of December 13, 2005 among Modine Holding GmbH as Borrower, Modine
Manufacturing Company as Parent and a Guarantor, certain subsidiaries
of
Modine, as Guarantors, J.P. Morgan Europe Limited, as Agent, J.P.
Morgan
plc as Lead Arranger and the following financial institutions: J.P.
Morgan
Europe Limited and SunTrust Bank, in the aggregate principal amount
of
€71,000,000.
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