Attached files
| file | filename |
|---|---|
| EX-4.II - CREDIT AGREEMENT DATED JULY 13, 2010 - PALL CORP | exhibit4-ii.htm |
| EX-99 - PRESS RELEASE ISSUED BY THE REGISTRANT ON JULY 14, 2010 - PALL CORP | exhibit99.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event
Reported): July 13, 2010
PALL CORPORATION
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
| New York | 001- 04311 | 11-1541330 | ||
| (State or other jurisdiction | (Commission file number) | (I.R.S. Employer | ||
| of incorporation) | Identification No.) | |||
| 25 Harbor Park Drive, Port Washington, NY | 11050 | |||
| (Address of principal executive offices) | (Zip Code) |
(516) 484-3600
(Registrant's telephone number, including area code)
(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:
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.
On July 13, 2010,
Pall Corporation (the “Registrant”) entered into a Five-Year Credit Agreement
(the “Agreement”) with JPMorgan Chase Bank, N.A., as Facility Agent, J. P.
Morgan Europe Limited, as London Agent, and the other lenders from time to time
party thereto (the “Lenders”). A copy of the press release announcing the
Agreement is attached hereto as Exhibit 99 and is incorporated herein by
reference.
The Agreement
replaces a revolving credit facility entered into on June 21, 2006, by and among
the Registrant, JPMorgan Chase Bank, J. P. Morgan Europe Limited and a syndicate
of banks thereto, which was due to expire on June 21, 2011 (the “Terminated
Agreement”). The Terminated Agreement was terminated by the Registrant effective
July 13, 2010.
The Agreement
provides for the terms under which Lenders will make available to Registrant a
$500 million five-year revolving credit facility (the “Facility”) that may be
drawn upon in US Dollars, Pounds Sterling, Euro, Swiss Francs, Japanese Yen and
other readily available and freely exchangeable currencies and provides for
letters of credit up to $50 million.
Registrant’s
obligations under the Agreement are unsecured and are not guaranteed by any of
its subsidiaries.
Three business days
following the entry into the Agreement, the Registrant borrowed $295 million
under the Facility. These proceeds will be used to redeem $280 million aggregate
principal amount of the Registrant’s 6% Senior Notes due 2012 and pay a portion
of the approximately $28 million redemption premium (other funds will be used to
pay the balance of the $28 million premium). The Registrant announced the notes
redemption in a Form 8-K filed on June 18, 2010.
The Registrant must
repay all borrowings under the Facility by, and the Lenders’ commitments under
the Agreement will terminate on, July 13, 2015, unless commitments are
terminated earlier by the Registrant or, upon an event of default, by the
Facility Agent. The Registrant will pay (a) a commitment fee on the average
daily undrawn amount of each Lender’s commitment, and (b) a participation fee on
the average daily undrawn amount of all outstanding letters of credit and
unreimbursed disbursements made by the issuing bank pursuant to letters of
credit. The applicable commitment fee and participant fee will accrue at rates
dependent upon the Registrant’s senior, unsecured long-term debt credit ratings
(the “Applicable Rate”). Based on the Registrant’s current ratings, the
applicable commitment fee and participation fee are .30% per year and 2% per
year, respectively.
Loans under the
Agreement will bear interest per year, at the Registrant’s election, equal
to:
- the Alternate Base Rate
plus the Applicable Rate for such loans. The “Alternate Base Rate” is the
greater of (a) the Facility Agent’s announced prime rate, (b) the federal
funds effective rate plus 0.5%, and (c) the adjusted London Interbank Offered
Rate (“LIBO Rate”) for a one-month interest period plus 1%; or
- the LIBO Rate for the
selected interest period plus the Applicable Rate for
such loans; or
- the European Union Banking Federation Rate for the selected interest period plus the Mandatory Costs Rate (as defined in the Agreement) for such loans.
The
Agreement includes customary representations and warranties and affirmative and
negative covenants substantially similar to those in the Terminated Agreement.
The Agreement requires the Registrant to maintain a minimum Consolidated Net
Interest Coverage Ratio of 3.5:1 and a maximum Consolidated Leverage Ratio of
3.5:1.
The
Agreement also contains customary events of default. Upon the occurrence of an
event of default, the outstanding obligations under the Agreement may be
accelerated and become due and payable immediately.
Certain
of the Lenders party to the Agreement, and their respective affiliates, have
performed, and may in the future perform for the Registrant and its
subsidiaries, various commercial banking, investment banking, underwriting and
other financial advisory services, for which they have received, and will
receive, customary fees and expense reimbursement.
The
foregoing description of the material terms of the Agreement is qualified in its
entirety by reference to the Agreement, which is attached hereto as Exhibit
4(ii) and incorporated herein by reference.
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Item 1.02 Termination of a Material Definitive
Agreement.
Effective July 13,
2010, the Terminated Agreement, as defined in Item 1.01 above, was terminated by
the Registrant.
The Registrant repaid
the balance of its borrowings under the Terminated Agreement, approximately $295
million, before the termination of the Terminated Agreement using the net
proceeds from the sale of its 5.00% Senior Notes due 2020. Prior to the
termination of the Terminated Agreement, the Registrant had approximately $13
million of letters of credit outstanding. The letters of credit under the
Terminated Agreement were transferred to the Agreement, a description of which is contained
under Item 1.01 above. The Registrant’s obligations under the Terminated
Agreement were guaranteed by certain of the Registrant’s subsidiaries. In
connection with the termination of the Terminated Agreement, all guarantors were
released. The Registrant did not incur any early termination fees or penalties
in connection with the termination of the Terminated Agreement.
The information
contained in Item 1.01 in this Current Report on Form 8-K is hereby incorporated
by reference.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information
contained in Item 1.01 in this Current Report on Form 8-K is hereby incorporated
by reference.
ITEM 9.01 Financial Statements and
Exhibits.
| (d) Exhibits. | |||
| 4(ii) | Credit Agreement dated July 13, 2010, between Pall Corporation, JPMorgan Chase Bank, J. P. Morgan Europe Limited and the Other Lenders Party Thereto. | ||
| 99 | Press Release issued by the Registrant on July 14, 2010. | ||
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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.
| Pall Corporation | ||
| /s/ | SANDRA MARINO | |
| July 16, 2010 | Sandra Marino | |
| Senior Vice President, General Counsel | ||
| and Corporate Secretary | ||
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INDEX TO EXHIBITS
| Exhibit | ||
| Number | Description | |
| 4(ii) | Credit Agreement dated July 13, 2010, between Pall Corporation, JPMorgan Chase Bank, J. P. Morgan Europe Limited and the Other Lenders Party Thereto. | |
| 99 | Press release issued by the Registrant on July 14, 2010. |
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