SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8,
The Manitowoc Company, Inc.
(Exact name of
registrant as specified in its charter)
(State or other
44th Street, Manitowoc, Wisconsin 54221-0066
principal executive offices, including ZIP code)
telephone number, including area code)
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
£ 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
On February 8, 2010, The Manitowoc Company, Inc.
(the Company) completed the sale of $400,000,000 aggregate principal amount
of its 9.50% Senior Notes due 2018 (the Notes). The Notes are guaranteed by
certain of the Companys wholly-owned subsidiaries (the Guarantors) and were
issued under an Indenture (the Indenture), dated as of February 8, 2010,
between the Company and Wells Fargo Bank, National Association, as Trustee (the
Trustee), as supplemented by a First Supplemental Indenture, dated as of February 8,
2010, among the Company, the Guarantors and the Trustee (the Supplemental
The Supplemental Indenture and form of the Note, which
is included therein, provide, among other things, that the Notes bear interest
at a rate of 9.50% per year (payable semi-annually in arrears on February 15
and August 15 of each year, beginning on August 15, 2010), and will
mature on February 15, 2018.
The Company may redeem the Notes at any time prior to February 15,
2014 at a make-whole redemption price and at any time on or after February 15,
2014 at various redemption prices set forth in the Supplemental Indenture, plus,
in each case, accrued but unpaid interest, if any, to the date of
redemption. In addition, at any time prior
to February 15, 2013, the Company is permitted to redeem up to 35% of the
Notes with the proceeds of certain equity offerings at a redemption price set
forth in the Supplemental Indenture, plus accrued but unpaid interest, if any,
to the date of redemption.
The Company is required to offer to repurchase the
Notes for cash at a price of 101% of the aggregate principal amount of the
Notes, plus accrued and unpaid interest, if any, upon the occurrence of a
change of control triggering event.
The Guarantors will, jointly and severally, fully
guarantee (the Guarantees), on a senior unsecured basis, the Companys
obligations under the Supplemental Indenture and the Notes. The obligations of each Guarantor under its
Guarantee will be limited to prevent the Guarantee from constituting a
fraudulent conveyance or fraudulent transfer under applicable law.
The Supplemental Indenture includes customary events
of default. If an event of default occurs and is continuing with respect to the
Notes, then the Trustee or the holders of at least 25% of the principal amount
of the outstanding Notes may declare the principal and accrued interest on all
of the Notes to be due and payable immediately. In addition, in the case of an
event of default arising from certain events of bankruptcy, all unpaid
principal of, and premium, if any, and accrued and unpaid interest on all outstanding
Notes will become due and payable immediately.
The descriptions of the Indenture and the Supplemental
Indenture set forth above are qualified by reference to the Indenture and the
Supplemental Indenture filed as Exhibits 4.1 and 4.2, respectively, to this
Current Report on Form 8-K and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
The information provided in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
The following exhibits
are being filed herewith:
(4.1) Indenture, dated as of February 8,
2010, between The Manitowoc Company, Inc. and Wells Fargo Bank, National
(4.2) First Supplemental Indenture, dated as of
February 8, 2010, among The Manitowoc Company, Inc., the guarantors
named therein and Wells Fargo Bank, National Association.