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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
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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 21, 2004
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Dycom Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
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Florida 0-5423 59-1277135
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
4440 PGA Boulevard, Suite 500
Palm Beach Gardens, Florida 33410
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (561) 627-7171
Not Applicable
(Former Name and Former Address, if Changed Since Last Report)
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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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| 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. Entry into a Material Definitive Agreement.
On December 21, 2004 (the "Closing Date"), Dycom Industries, Inc.
("Dycom") entered into a Credit Agreement ("Agreement") with certain lenders
named therein, Wachovia Bank, National Association, as Administrative Agent,
Bank of America, N.A., as Syndication Agent, Suntrust Bank, Harris Trust and
Savings Bank, HSBC Bank USA and LaSalle Bank National Association, as
Documentation Agents and Wachovia Capital Markets LLC, as sole lead arranger and
sole bookrunner.
The Agreement replaces Dycom's existing credit facility which was
due to expire in June 2005 (the "Prior Agreement"). The Prior Agreement was
terminated on December 21, 2004, at which time there were no outstanding
borrowings thereunder. Letters of credit issued thereunder were transferred to
the Agreement.
The Agreement provides for a maximum borrowing of $300,000,000 and
terminates on December 21, 2009. This maximum borrowing may be reduced from time
to time in accordance with the terms of the Agreement. The Agreement contains a
sublimit of $100,000,000 for the issuance of letters of credit. Amounts borrowed
under the Agreement may be borrowed, repaid and reborrowed from time to time
until December 21, 2009.
Borrowings under the Agreement bear interest, at Dycom's option,
at either (a) the bank's base rate, described in the Agreement as the higher of
the annual rate of the lead bank's prime rate or the federal funds rate plus
0.50%, or (b) LIBOR (a publicly published rate) plus, in either case, a spread
based upon Dycom's consolidated leverage ratio. Based on our current leverage
ratio, borrowings would be eligible for a spread of 0.0% for revolving
borrowings based on prime rate or the federal funds rate and 1.0% for revolving
borrowings based on LIBOR. Under the Agreement, Dycom agrees to pay a facility
fee, payable quarterly, at rates that range from 0.2% to 0.375% of the
unutilized commitments depending on Dycom's leverage ratio, provided that in the
event Dycom is utilizing less than one-third of the facility the fee will be
0.375% of the unutilized commitments. The payments under the Agreement are
guaranteed by certain material subsidiaries of Dycom.
The Agreement contains customary affirmative and negative
covenants for credit facilities of this type, including limitations on Dycom and
its subsidiaries with respect to indebtedness, liens, investments,
distributions, mergers and acquisitions, disposition of assets, sale-leaseback
transactions and transactions with affiliates. The Agreement contains financial
covenants which require the Company to (i) maintain a leverage ratio of not
greater than 2.75 to 1.00, as measured at the end of each fiscal quarter, (ii)
maintain an interest coverage ratio of not less than 2.75 to 1.00, as measured
at the end of each fiscal quarter and (iii) maintain consolidated tangible net
worth of not less than $200,000,000 plus (A) 50% of Dycom's consolidated net
income (if positive) from the Closing Date to the date of computation plus (B)
75% of Dycom's equity issuances made from the Closing Date to the date of
computation.
Item 1.02. Termination of a Material Definitive Agreement.
Effective December 21, 2004, Dycom's existing revolving credit
facility (the "Prior Agreement"), which provided for a maximum borrowing of
$200,000,000 and was due to expire in June 2005 was terminated. Following
termination, there were no outstanding borrowings and all outstanding letters of
credit thereunder were transferred to the Agreement, a description of which is
contained under Item 1.01 of this Current Report on Form 8-K. Dycom did not
incur any material early termination penalties in connection with the
termination of the Prior Agreement.
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Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
Exhibit No. Description
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10.1 Credit Agreement dated December 21, 2004,
between Dycom Industries, Inc., the lenders
named therein, Wachovia Bank, National
Association, as Administrative Agent, and
Bank of America, N.A., as Syndication Agent
and Suntrust Bank, Harris Trust and Savings
Bank, HSBC Bank USA and Wachovia Capital
Markets LLC, as Sole Lead Arranger and Sole
Book Runner.
3
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.
DYCOM INDUSTRIES, INC.
Date: December 23, 2004 By: /s/ Richard L. Dunn
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Richard L. Dunn
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
10.1 Credit Agreement dated December 21, 2004 between
Dycom Industries, Inc., the Lenders named therein,
Wachovia Bank, National Association, as
Administrative Agent, and Bank of America, N.A., as
Syndication Agent and Suntrust Bank, Harris Trust
and Savings Bank, HSBC Bank USA and Wachovia
Capital Markets LLC, as Sole Lead Arranger and Sole
Book Runner.