UNITED STATES
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): |
June 12, 2009 |
The Manitowoc Company, Inc.
|
| (Exact name of registrant as specified in its charter) |
Wisconsin
|
1-11978
|
39-0448110
|
| (State or other |
(Commission File |
(IRS Employer |
| jurisdiction of |
Number) |
Identification No.) |
| incorporation) |
2400 S. 44th Street, Manitowoc, Wisconsin 54221-0066
|
| (Address of principal executive offices, including ZIP code) |
(920) 684-4410
|
| (Registrant’s telephone number, including area code) |
_________________
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 C.F.R.
§230.425) |
| [ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12) |
| [ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R.
§240.14d-2(b)) |
| [ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R.
§240.13e-4(c)) |
| Item 1.01. |
Entry
into a Material Definitive Agreement |
On
June 12, 2009, The Manitowoc Company, Inc. (the “Company”) and certain of its
subsidiaries entered into an amendment (the “Amendment”) to the Amended and
Restated Credit Agreement, dated as of August 25, 2008 (the “Credit
Agreement”), by and among the Company, the subsidiaries, the lenders named therein
and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms not otherwise
defined in this current report have their respective meanings set forth in the Credit
Agreement, as amended through June 12, 2009. The Amendment, among other things:
| |
• |
reduces
the Minimum Consolidated Interest Coverage Ratio that the Company is required to maintain
pursuant to the Credit Agreement for each fiscal quarter ending between September 30,
2009 and June 30, 2012 from between 2.75 to 1.00 and 3.00 to 1.00 to between 1.875 to
1.00 and 2.75 to 1.00, depending on the fiscal quarter; |
| |
• |
increases
the Maximum Consolidated Total Leverage Ratio that Company is permitted to maintain
pursuant to the Credit Agreement for each fiscal quarter ending between June 30, 2009 and
September 30, 2012 from between 3.50 and 1.00 and 4.00 to 1.00 to between 4.00 to 1.00
and 7.375 to 1.00, depending on the fiscal quarter; |
| |
• |
adds
a new covenant requiring the Company to maintain a Consolidated Senior Secured Leverage
Ratio for each fiscal quarter ending on or after June 30, 2011 of not in excess 3.50 to
1.00 and 5.25 to 1.00, depending on the fiscal quarter; |
| |
• |
increases
the Applicable Rate payable on Alternate Base Rate loans from between 0.50% and 1.75% to
between 2.75% and 4.00%, in each case based on the Company’s Consolidated Total
Leverage Ratio; |
| |
• |
increases
the Applicable Rate payable on Eurocurrency Loans from between 2.00% and 3.25% to between
3.75% and 5.00%, in each case based on the Company’s Consolidated Total Leverage
Ratio; |
| |
• |
adds
or increases mandatory prepayment requirements upon sale the sale of equity, from excess
cash flow or in connection with the sale of long term debt or accounts receivable in
securitization transactions, in each case in certain circumstances based on the Company’s
Consolidated Total Leverage Ratio; |
| |
• |
adds
a new covenant limiting capital expenditures; |
| |
• |
eliminates
the Company’s option to increase the borrowing capacity of the revolving facility or Term
Loan A; and |
| |
• |
amends
certain covenants to further restrict the ability of the Company to pay dividends and
distributions and the ability of the Company and its subsidiaries to make acquisitions. |
In addition, the Company agreed to
pay to each lender that approved the Amendment an amendment fee in an amount equal 0.50%
of the outstanding borrowings and commitments under the Credit Agreement attributable to
the lender.
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The
foregoing description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the Amendment, the form of which is attached as Exhibit 4.1 to this
Current Report on Form 8-K, and the Credit Agreement, which was filed as Exhibit 4.6 to
the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
| Item 9.01. |
Financial
Statements and Exhibits. |
| |
(d) |
Exhibits.
The following exhibit is being filed herewith: |
| |
(4.1) |
Form of Amendment,
dated as of June 12, 2009, to the Amended and Restated Credit Agreement,
dated as of August 25, 2008, by and among The Manitowoc Company, Inc., the
subsidiary borrowers named therein, JPMorgan Chase Bank, N.A., as
administrative agent, and the lenders named therein. |
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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.
|
THE MANITOWOC COMPANY, INC. |
Date: June 12, 2009 |
By: /s/ Maurice D. Jones |
|
Maurice D. Jones |
|
Senior Vice President, General Counsel and Secretary |
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THE MANITOWOC COMPANY,
INC.
FORM 8-K
EXHIBIT INDEX
| Exhibit |
|
| Number |
Description |
| (4.1) |
Form of Amendment,
dated as of June 12, 2009, to the Amended and Restated Credit Agreement, dated
as of August 25, 2008, by and among The Manitowoc Company, Inc., the subsidiary
borrowers named therein, JPMorgan Chase Bank, N.A., as administrative agent,
and the lenders named therein. |
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