Attached files
| file | filename |
|---|---|
| EX-99.1 - NU HORIZONS ELECTRONICS CORP | v189372_ex99-1.htm |
| EX-10.1 - NU HORIZONS ELECTRONICS CORP | v189372_ex10-1.htm |
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: June 28, 2010
(Date of
earliest event reported)
Nu
Horizons Electronics Corp
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-08798
|
11-2621097
|
||
|
(State
or other
|
(Commission
|
(IRS
Employer
|
||
|
jurisdiction
of
|
File
Number)
|
Identification
|
||
|
incorporation)
|
|
|
Number)
|
|
70
Maxess Road, Melville, New York
|
11747
|
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(631)
396-5000
(Registrant's
telephone number including area code)
N/A
(Former
name or former address, if changed since last report)
Item
1.01 Entry into a Material Definitive
Agreement.
On June
28, 2010, Nu Horizons Electronics Corp (the “Registrant”) entered into a new
asset-based revolving credit agreement (“Credit Agreement”) with Wells Fargo
Capital Finance, part of Wells Fargo & Company, as a lender and as
administrative agent, and two other banks (collectively, the
“Lenders”). See Item 2.03 hereof.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On June
28, 2010, the Registrant entered into the Credit Agreement with the
Lenders. The credit facility established under the Credit Agreement
provides for maximum borrowings of $80,000,000 with an option to increase the
facility to a maximum borrowing of $110,000,000 under certain circumstances (the
“Credit Facility”). Up to $60 million of the Credit Facility is to be
used to finance the Registrant’s United States (“U.S.”) operations (the “U.S.
Credit Line”), with the $20 million balance (the “Foreign Credit Line”) to be
used to finance the Registrant’s United Kingdom (“U.K.”) and Asian
operations. The Registrant utilized the Credit Facility to pay off
and terminate its pre-existing U.S. and U.K. credit facilities; $37.5 million
was outstanding under the Credit Facility as of the close of business
on June 28, 2010. The Registrant may borrow, repay and reborrow amounts under
the Credit Agreement. Any principal amounts outstanding must be repaid on or
before June 28, 2014.
The
Credit Agreement provides for borrowings at variable interest rates utilizing an
asset-based formula predicated on a percent of qualifying accounts receivable
and inventory at any given month end and taking into account the excess credit
availability under the Credit Agreement. As more fully set forth in
the Credit Agreement, the Registrant is required to pay interest on any Base
Rate loan outstanding monthly in arrears and is required to pay interest on any
each Eurodollar loan outstanding in arrears at the end of each applicable
interest period. For the purposes of the Credit Agreement, “Base
Rate” shall mean the highest of i) the rate from time to time publicly announced
by Wells Fargo, or its successors, as its “prime rate”, subject to each increase
or decrease in such prime rate, effective as of the day any such change occurs,
whether or not such announced rate is the best rate available at such bank, ii)
the Federal Funds Rate from time to time plus one-half (.50%) percent, or iii)
the three (3) month London Interbank Offered Rate plus one (1.00%)
percent. The margin applied to borrowings under the Credit Agreement
is as follows:
|
Quarterly Average Consolidated Excess
Availability
|
Applicable
Eurodollar Rate
Margin
|
Applicable Base
Rate Margin
|
||||||
|
Less
than $20,000,000
|
3.50 | % | 1.75 | % | ||||
|
Less
than $30,000,000 and greater than or equal to $20,000,000
|
3.25 | % | 1.50 | % | ||||
|
Greater
than or equal to $30,000,000
|
3.00 | % | 1.25 | % | ||||
– 2
–
The
Registrant and certain if its U.S. subsidiaries are co-borrowers under the U.S.
Credit Line, which is secured by a lien on all of the assets of the
Registrant. The Foreign Credit Line is secured by a lien on all of the assets of
the Registrant’s U.K. and Singapore subsidiaries and by the pledge by the
Registrant of shares of its U.K and Singapore subsidiaries. The
Registrant has guaranteed the obligations of its U.K. and Singapore subsidiaries
under the Foreign Credit Line. The Credit Agreement contains
customary restrictive covenants, a financial covenant regarding a minimum fixed
charge ratio under certain circumstances, as well as customary events of
default. The obligation of the Registrant and its subsidiaries to pay
the amounts outstanding under the Credit Agreement may be accelerated upon the
occurrence of any breach of covenant or other such events of
default.
All
descriptions of the terms the Credit Agreement are qualified by reference to the
actual provisions of the Credit Agreement which is filed as Exhibit 10.1
hereto and which are incorporated herein by reference.
On June
28, 2010, the Registrant issued a press release with respect to the matter
described above, which is attached hereto as Exhibit 99.1 hereto.
Item.
9.01. Financial Statements and
Exhibits
10.1
Loan and
Security Agreement dated June 28, 2010, by and among Nu Horizons Electronics
Corp., a Delaware corporation, NIC Components Corp., Nu Horizons International
Corp., Razor Electronics, Inc., Titan Supply Chain Services Corp., Nu Horizons
Electronics Limited, NIC Components Europe Limited, Nu Horizons Electronics Asia
Pte Ltd, NIC Components Asia Pte Ltd, Titan Supply Chain Services Pte Ltd, Nu
Horizons Electronics Europe Limited, Titan Supply Chain Services Limited,
NuXchange B2B Services, Inc., and Wachovia Capital Finance Corporation (New
England), HSBC Business Credit (USA) Inc. and Capital One Bank,
N.A.
99.1
Press Release dated June 28, 2010
– 3
–
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.
|
Nu
Horizons Electronics Corp.
|
|
|
By:
|
/s/ Kurt
Freudenberg
|
|
Kurt
Freudenberg
|
|
|
Executive
Vice President - Finance
|
|
Date:
June 28, 2010
– 4
–