Franklin Electric Form 8-K credit agreement
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
21, 2006
FRANKLIN
ELECTRIC CO., INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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INDIANA
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0-362
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35-0827455
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| |
|
|
|
(STATE
OR OTHER JURISDICTION OF INCORPORATION OR
ORGANIZATION)
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(COMMISSION
FILE NUMBER)
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(I.R.S.
EMPLOYER IDENTIFICATION
NO.)
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400
EAST SPRING STREET
BLUFFTON,
INDIANA
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46714
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| |
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(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
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(ZIP
CODE)
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(260)
824-2900
(REGISTRANT'S
TELEPHONE NUMBER, INCLUDING AREA CODE)
No
Change
(Former
name and 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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
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
The
information set forth under Item 2.03 of this report on Form 8-K is hereby
incorporated in Item 1.01 by reference.
Item
2.04 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
On
December 14, 2006, Franklin Electric Co., Inc. (the "Company") amended and
restated its existing $120,000,000 unsecured revolving credit facility entered
into on September 9, 2004, among the Company, JPMorgan Chase Bank, N.A., as
administrative agent, and the lenders named therein, with J.P. Morgan Securities
Inc., acting as the sole book runner and sole lead arranger (the "Credit
Agreement"). The Credit Agreement provides that the Company may request an
increase in the aggregate commitments by up to $80,000,000 (not to exceed a
total commitment of $200,000,000) subject to the conditions contained therein.
The
Company currently intends to use the proceeds of any loan made pursuant to
the
Credit Agreement for working capital purposes, capital expenditures, and to
fund
acquisitions. Under the Credit Agreement, the Company is required to pay certain
fees, including a facility fee of .08 to .175 % (depending on its leverage
ratio) of the aggregate commitment, which fee is payable quarterly in arrears.
The
Credit Agreement contains customary affirmative and negative covenants. The
affirmative covenants include financial statements, inspection of property,
maintenance of insurance, compliance with laws and most favored lender
obligations. The affirmative covenants also include leverage ratio and interest
coverage ratio financial covenants. The negative covenants include limitations
on loans or advances, acquisitions (including investments), and the granting
of
liens by the Company or its subsidiaries, as well as prohibitions on certain
consolidations, mergers, sales and transfers of assets.
The
Credit Agreement also contains customary events of defaults (with customary
grace periods, as applicable, for certain of those events of default). If an
event of default occurs, the Credit Agreement provides that (i) the commitments
may be terminated and (ii) the loans then outstanding may be declared due and
payable. For certain events of default relating to insolvency, bankruptcy or
liquidation, the commitments are automatically terminated and the loans
outstanding automatically become due and payable. Up to $75,000,000 of the
aggregate commitment may be borrowed as multicurrency loans, in Euros, Yen,
Australian Dollars or any other agreed currency.
The
Credit Agreement also provides for a swing line loan sub-facility of up to
$5,000,000 and letter of credit sub-facility of up to $10,000,000. Loans may
be
made either at (i) a Eurocurrency rate based on LIBOR plus an applicable margin
of .27 to .70% (depending on the Company's leverage ratio) or (ii) an
alternative base rate equal to the higher of (a) the prime rate or (b) the
sum
of the federal funds effective rate plus .5%.
The
Credit Agreement is subject to a number of conditions, and the description
of
the Credit Agreement herein is qualified in its entirety by reference to
Exhibit
10.10.
Item
9.01 Financial Statement and Exhibits
The
following information is furnished pursuant to Item 9.01, “Financial Statements
and Exhibits”: (10.10)
$120,000,000 Amended and Restated Credit Agreement, dated December 14,
2006.
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 thereunto
duly authorized.
FRANKLIN
ELECTRIC CO., INC.
(Registrant)
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Date:
December 21, 2006
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By
/s/ Thomas J Strupp
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Thomas
J Strupp,
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Vice
President, Chief Financial
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Officer
and Secretary (Principal
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Financial
and Accounting Officer)
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Exhibit
Index
(10.10)
$120,000,000 Amended and Restated Credit Agreement, dated December 14,
2006.
EXHIBIT
10.10
ADDITIONAL
EXHIBITS
Amended
and Restated Credit Agreement