Attached files
| file | filename |
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| EX-10.1 - AEROJET ROCKETDYNE HOLDINGS, INC. | ex101to8k07319_03172010.htm |
| EX-10.2 - AEROJET ROCKETDYNE HOLDINGS, INC. | ex102to8k07319_03172010.htm |
| EX-99.1 - AEROJET ROCKETDYNE HOLDINGS, INC. | ex991to8k07319_03172010.htm |
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): March 17,
2010
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GenCorp
Inc.
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(Exact
name of registrant as specified in its charter)
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Ohio
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1-01520
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34-0244000
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Highway
50 and Aerojet Road, Rancho Cordova,
California
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95742
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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: 916-355-4000
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(Former
name or former address, if changed since last
report.)
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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)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ 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.
Second
Amendment to Senior Credit Facility:
On March
17, 2010, GenCorp Inc. (the “Company”) executed an amendment (the “Amendment”)
to its $280.0 million senior credit facility. The amendment, among
other things, (1) permits the Company to repurchase or refinance its outstanding
convertible subordinated notes and senior subordinated notes, subject to certain
conditions; (2) permits the Company to incur additional senior unsecured or
subordinated indebtedness, subject to specified limits and other conditions; (3)
permits the Company to conduct a rescission offer, using stock and/or up to
$15.0 million in cash, with respect to certain units issued under the GenCorp
Savings Plan; (4) permits the Company to repurchase its stock, subject to
certain conditions; (5) limits the circumstances under which the Company would
have to mandatorily prepay loans under the senior credit facility with the
proceeds from equity issuances; and (6) amends the definitions of the leverage
ratio and net cash proceeds from permitted real estate sales. The
Amendment reduces the revolving credit facility (“Revolver”) capacity from $80.0
million to $65.0 million and the letter of credit subfacility capacity from
$125.0 million to $100.0 million, and also removes an additional term loan
facility of up to $75.0 million. The Revolver remains undrawn, $74.8
million is outstanding under the letter of credit subfacility and $51.5 million
is outstanding under the Company’s existing $75 million term loan
subfacility. Under the Amendment, the interest rate on LIBOR rate
borrowings is LIBOR plus 325 basis points, an increase of 100 basis points, and
the letter of credit subfacility commitment fee has been similarly
amended. The Amendment also provides for a commitment fee on the
unused portion of the Revolver in the amount of 62.5 basis points, an increase
of 12.5 basis points.
A copy of
the Amendment is filed as Exhibit 10.1 to this report and is incorporated herein
by reference.
On March
18, 2010, the Company entered into an agreement (the “Purchase Agreement”) with
Beach Point Capital Management LP, on behalf of certain funds and accounts it
manages, pursuant to which the Company repurchased $22.5 million principal
amount of its 9 ½% Senior Subordinated Notes at 102% of par for an aggregate
purchase price of $23.0 million, plus accrued but unpaid interest, and $14.3
million principal amount of its 2¼% Convertible Subordinated Debentures at 93%
of par for an aggregate purchase price of $13.3 million, plus accrued but unpaid
interest. The Company anticipates that it will retire the repurchased
securities. The Company repurchased the debt using a portion of the net
proceeds of its 4.0625% Convertible Subordinated Debentures issued in December
2009, and will record a charge of approximately $0.2 million in the second
quarter of fiscal 2010, including the write-off of deferred financing costs
associated with the retired debt. The transaction described above was not
the result of any solicitation by or on behalf of the Company.
A copy of
the Purchase Agreement is filed as Exhibit 10.2 to this report and is
incorporated herein by reference.
Item
8.01. Other Events.
On March
19, 2010, the Company issued a press release announcing the Amendment and the
Company’s repurchase of certain of its outstanding debt securities. A
copy of the press release is furnished as Exhibit 99.1 to this
report.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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10.1
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Second
Amendment to Credit Agreement, dated as of March 17, 2010, by and among
GenCorp Inc., as borrower, the subsidiaries of the Borrower from time to
time party thereto, as guarantors, and Wachovia Bank, National
Association, as administrative agent for the lenders.
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10.2
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Purchase
Agreement, dated as of March 18, 2010, between GenCorp Inc. and Beach
Point Capital Management LP.
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99.1
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Press
release, dated March 19, 2010
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SIGNATURE
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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GENCORP
INC.
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By:
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/s/
Kathleen E. Redd
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Name:
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Kathleen
E. Redd
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Title:
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Vice
President, Chief Financial Officer and
Secretary
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Dated:
March 19, 2010