Attached files
| file | filename |
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| EX-4.1 - LOAN AND SERVICING AGREEMENT - Snap-on Inc | v198145_ex4-1.htm |
| EX-4.2 - RECEIVABLES SALE AGREEMENT - Snap-on Inc | v198145_ex4-2.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
_______________________
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Date
of Report
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(Date
of earliest
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event
reported):
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October 1,
2010
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Snap-on
Incorporated
(Exact
name of registrant as specified in its charter)
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Delaware
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1-7724
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39-0622040
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(State
or other
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(Commission
File
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(IRS
Employer
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jurisdiction
of
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Number)
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Identification
No.)
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incorporation)
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2801
80th Street,
Kenosha, WI 53143
(Address
of principal executive offices)
(262) 656-5200
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry into a Material
Definitive Agreement.
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On
October 1, 2010, certain subsidiaries of Snap-on Incorporated (“Snap-on”)
entered into a loan and servicing agreement (the “Loan Agreement”) with a group
of conduit lenders, committed lenders, administrative agents and JPMorgan Chase
Bank, N.A., as program agent (the “Agent”), that provides for aggregate
revolving credit commitments in the principal amount of up to $100 million
(subject to borrowing base requirements). The Loan Agreement provides
Snap-on with additional available credit capacity and supplements Snap-on’s
existing $500 million of revolving credit facilities and $20 million of
committed bank lines of credit. As of the date of this Current Report
on Form 8-K, no amounts were outstanding under any of these credit
facilities.
Pursuant
to a receivables sale agreement dated as of October 1, 2010 (the “Sale
Agreement”) between Snap-on Credit LLC (“SOC”), as seller, and SOC SPV1, LLC
(“SSL”), a wholly-owned subsidiary of SOC, SOC may from time to time convey
receivables arising in the ordinary course of business of SOC and other
subsidiaries of Snap-on (collectively, the “Receivables”) to SSL in exchange for
cash. Pursuant to the Loan Agreement, SSL granted a security interest
in the Receivables to the Agent to secure the repayment of indebtedness that SSL
may from time to time incur under the Loan Agreement. No borrowing took place on
the closing date. Unless earlier terminated or subsequently extended
by the mutual agreement of SSL and the lenders, the Loan Agreement will expire
on September 30, 2011, at which time SSL’s ability to borrow will terminate and
collections on the pledged Receivables will thereafter be applied periodically
to the repayment of outstanding loans under the Loan Agreement. Any
amounts remaining outstanding under the Loan Agreement as of October 1, 2013
(or, if earlier, the date that is one and one-half years following the final
maturity date of the last maturing Receivable owned by SSL as of the earlier of
September 30, 2011 and an Event of Termination (as defined in the Loan
Agreement)), will become due and payable on such date.
Any
borrowings under the Loan Agreement will be accounted for as a financing
obligation on Snap-on’s consolidated financial statements. SOC will
retain servicing responsibility for any Receivables conveyed pursuant to the
Sale Agreement.
The
lenders under the Loan Agreement have no recourse to Snap-on or any of its
affiliates (other than SSL) for repayment of loans under the Loan
Agreement. In addition, neither Snap-on nor SOC, nor any of their
respective affiliates, have guaranteed the collectability of the Receivables or
the creditworthiness of the obligors under the Receivables.
The Loan
Agreement provides for interest on loans based on prevailing commercial paper
rates or, to the extent the advance is not funded by a conduit lender through
the issuance of commercial paper, LIBOR, in each case plus a specified
margin.
The Loan
Agreement contains customary early amortization events and events of termination
(with grace periods where customary), including, among other things, failure to
pay interest or principal when due, change in control of Snap-on and insolvency
events.
A copy of
each of the Loan Agreement and the Sale Agreement is attached to this Current
Report on Form 8-K as Exhibit 4.1 and 4.2, respectively, and is incorporated by
reference into this Current Report on Form 8-K.
Item
2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant.
The
information in Item 1.01 of this Current Report on Form 8-K pertaining to the
Loan Agreement and the Sale Agreement is incorporated by reference into this
Item 2.03.
Item
9.01. Financial Statements and
Exhibits.
The
following exhibits are being filed herewith:
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(4.1)
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Loan
and Servicing Agreement dated as of October 1, 2010, by and among SOC
SPV1, LLC, as borrower, Snap-on Credit LLC, as servicer, the commercial
paper conduits from time to time party thereto as conduit lenders, the
financial institutions from time to time party thereto as committed
lenders, the financial institutions from time to time party thereto as
administrative agents, and JPMorgan Chase Bank, N.A., as program
agent.
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(4.2)
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Receivables
Sale Agreement dated as of October 1, 2010, by and among Snap-on Credit
LLC and each affiliate of Snap-on Credit LLC from time to time party
thereto, as sellers, and SOC SPV1, LLC, as
purchaser.
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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.
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SNAP-ON
INCORPORATED
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Date: October
1, 2010
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By:
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/s/ Aldo J. Pagliari
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Aldo
J. Pagliari, Principal Financial Officer,
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Senior
Vice President – Finance and
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Chief
Financial Officer
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Exhibit
Index
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Exhibit Number
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Description
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(4.1)
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Loan
and Servicing Agreement dated as of October 1, 2010, by and among SOC
SPV1, LLC, as borrower, Snap-on Credit LLC, as servicer, the commercial
paper conduits from time to time party thereto as conduit lenders, the
financial institutions from time to time party thereto as committed
lenders, the financial institutions from time to time party thereto as
administrative agents, and JPMorgan Chase Bank, N.A., as program
agent.
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(4.2)
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Receivables
Sale Agreement dated as of October 1, 2010, by and among Snap-on Credit
LLC and each affiliate of Snap-on Credit LLC from time to time party
thereto, as sellers, and SOC SPV1, LLC, as
purchaser.
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