UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): May 20, 2005
CHICAGO BRIDGE & IRON COMPANY N.V.
The Netherlands
1-12815 (Commission File Number) |
N.A. (IRS Employer Identification No.) |
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Polarisavenue 31 2132 JH Hoofddorp The Netherlands (Address of principal executive offices) |
N.A. (Zip Code) |
Registrant’s telephone number, including area code: 31-23-568-5660
N.A.
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)) |
| Item 1.01 Entry Into a Material Definitive Agreement. | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| Amend. #1 to Amended and Restated Credit Agreement | ||||||||
Item 1.01 Entry Into a Material Definitive Agreement.
Effective May 20, 2005, we entered into Amendment No. 1 (“Amendment No. 1”) to our Amended and Restated Credit Agreement (the “Credit Agreement”) dated as of May 12, 2005 among Chicago Bridge & Iron Company N.V., the Subsidiary Borrowers, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Bank of America, N.A., as Syndication Agent. The Credit Agreement is a committed and unsecured five-year revolving credit agreement with an aggregate capacity of $600 million, which may be increased to $700 million.
Amendment No. 1 increases the permitted amount of Restricted Payments from $20 million to $100 million during any consecutive twelve-month period. Restricted Payments include dividends, repurchases of stock, prepayment of indebtedness (other than our outstanding Notes), payment of subordinated indebtedness, payment for rescission of a purchase or sale of debt or equity, and earnouts or contingent purchase price adjustments (other than those related to prior acquisitions).
The Credit Agreement provides for a $600 million revolving loan facility, the entire amount of which is available to issue performance letters of credit and/or up to $350 million of which is available for revolving loans for general corporate purposes, including working capital purposes and financing permitted acquisitions, and to issue financial letters of credit. The Credit Agreement expires and is repayable on May 12, 2010.
The Credit Agreement contains restrictive financial covenants, including a minimum net worth, minimum fixed charge coverage ratio and a maximum leverage ratio. The Credit Agreement also places restrictions on us with regard to subsidiary indebtedness, sales of assets, liens, investments, contingent obligations, type of business conducted, affiliate transactions, sales and leasebacks, and mergers and acquisitions, among other restrictions. In addition to interest on debt borrowings, we are assessed quarterly commitment fees on the unutilized portion of the credit facilities as well as letter of credit fees on outstanding instruments. The interest rate, letter of credit fee and commitment fee percentages are based upon our then applicable leverage ratio.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1
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Amendment No. 1 to Amended and Restated Credit Agreement dated as of May 12, 2005 among Chicago Bridge & Iron Company N.V., the Subsidiary Borrowers, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Bank of America, N.A., as Syndication Agent |
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.
| CHICAGO BRIDGE & IRON COMPANY N.V. | ||||
| By: | Chicago Bridge & Iron Company B.V. | |||
| Its: | Managing Director |
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| Date: May 24, 2005 | By: | /s/ Gerald M. Glenn | ||
| Gerald M. Glenn | ||||
| Managing Director | ||||
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
10.1
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Amendment No. 1 to Amended and Restated Credit Agreement dated as of May 12, 2005 among Chicago Bridge & Iron Company N.V., the Subsidiary Borrowers, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Bank of America, N.A., as Syndication Agent |