JPMorgan Note Purchase Agreement
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
7, 2006
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.
Signature
Exhibit
Index
EX-10.1 Note
Purchase Agreement among Modine Manufacturing Company (“Modine”) and the
Purchasers for the issuance and sale by Modine of 5.68% Senior Notes Series
A
due December 7, 2017 and Series B due December 7, 2018 in an aggregate principal
amount of $75,000,000.
INFORMATION
TO BE INCLUDED IN THE REPORT
ITEM
1.01.
Entry
Into a Material Definitive Agreement.
On
December 7, 2006, Modine Manufacturing Company (“Modine”) entered into a Note
Purchase Agreement among The Prudential Insurance Company of America, Gibralter
Life Insurance Co., Ltd., Teachers Insurance and Annuity Association of America,
Country Life Insurance Company and Hare & Co. for the issuance and sale by
Modine in a private placement of Series A 5.68% Senior Notes due December 7,
2017 and The Prudential Life Insurance Company, Ltd., Hare & Co.,
UMBTRU&CO, Time Insurance Co., American Memorial Life Insurance Company,
Prudential Retirement Insurance and Annuity Company, American Bankers Insurance
Company of Florida, Inc., Union Security Insurance Company and American Security
Insurance Company for the issuance and sale by Modine in a private placement
of
Series B 5.68% Senior Notes due December 7, 2018 (collectively, the “Notes”) in
an aggregate principal amount of $75,000,000 (the “Note Purchase Agreement”).
JPMorgan Securities Inc. acted as Modine’s agent with respect to the placement
of the Notes.
Modine
will use the proceeds from the sale of the Notes for general corporate purposes,
including the payment of debt.
Modine
will pay the principal amount of the Series A Notes then outstanding on December
7, 2017 and the principal amount of the Series B Notes then outstanding on
December 7, 2018. Modine may prepay the Notes subject to certain restrictions
and the payment of a make-whole amount. Interest on the Notes of 5.68% is
payable semiannually until the principal shall have become due and payable.
To
the extent permitted by law, upon the occurrence of an event of default,
interest shall accrue on any amount due at a rate equal to the greater of 7.68%
or 2.0% over prime as announced by JPMorgan Chase Bank, N.A. The payment by
Modine of all amounts due with respect to the Notes and the performance by
Modine under the Note Purchase Agreement are absolutely and unconditionally
guaranteed by certain of Modine’s domestic subsidiaries.
The
Note
Purchase 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, furnishing of quarterly
and
annual financial statements, quarterly compliance certificates and other
financial information).
The
Note
Purchase Agreement also contains customary restrictive covenants including
certain restrictions on the following:
| · |
Other
indebtedness, including that of guarantor
subsidiaries;
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| · |
Consolidations
and mergers;
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| · |
Investments,
loans and advances;
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| · |
Liens
and encumbrances;
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| · |
Transactions
with affiliates; and
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| · |
Modine’s
Consolidated Total Debt to Consolidated EBITDA ratio.
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The
Note
Purchase Agreement sets forth certain events of default including Modine’s (i)
failure to pay any principal or “make whole” amount when due; (ii) failure to
pay interest on the Notes when due; (iii) default in the performance of the
covenants regarding providing notice of default, limitation on debt and
limitation on liens and sale of assets; (iv) default in the observance or
performance of other covenants for 30 days after written notice; (v)
representation or warranty in the Note Purchase Agreement proves to have been
false or incorrect in any material respect on the date as of which it was made;
(vi) default in the payment on any outstanding debt in an aggregate principal
amount of at least $20,000,000; (vii) becoming subject to bankruptcy events;
(viii) becoming subject to one or more unpaid judgments in excess of
$20,000,000; (ix) becoming subject to liability under ERISA or having certain
events occur under ERISA covered plans that would have a material adverse affect
on Modine; and (x) subsidiary guarantees ceasing to be valid. Except as
described below, upon the happening of any event of default, the holder or
holders of not less than 51% in principal amount of the Notes at the time
outstanding may at any time at its or their option, by notice or notices to
Modine, declare all the notes then outstanding to be immediately due and
payable. If an event of default with respect to the payment of principal or
interest on the Notes occurs, any holder or holders of the Notes at the time
outstanding affected by such event of default may at any time at its or their
option, by notice or notices to Modine, declare all of the Notes held by it
or
them to be immediately due and payable. If an event of default with respect
to
bankruptcy proceedings occurs, all of the Notes then outstanding will become
immediately due and payable without any declaration or other act on the part
of
any holders of the Notes.
There
are
no material relationships between Modine and any of the purchasers except that
The Prudential Life Insurance Company Ltd. and Prudential Retirement Insurance
and Annuity Company are also parties to an existing Note Purchase Agreement
with
Modine.
The
foregoing description of the Note Purchase Agreement is qualified in its
entirety by reference to the Note Purchase Agreement, a copy of which is filed
as Exhibit 10.1 to this report.
ITEM
2.03.
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
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) Exhibits
10.1
Note
Purchase Agreement among Modine Manufacturing Company (“Modine”) and the
Purchasers for the issuance and sale by Modine of 5.68% Senior Notes due
December 7, 2017 and December 7, 2018 in an aggregate principal amount of
$75,000,000.
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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Date:
December 11, 2006
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Exhibit
10.1
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Note
Purchase Agreement among Modine Manufacturing Company (“Modine”) and the
Purchasers for the issuance and sale by Modine of 5.68% Senior Notes
due
December 7, 2017 and December 7, 2018 in an aggregate principal amount
of
$75,000,000.
|