Attached files
Delaware
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20-4755936
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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[ ] 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))
The Fourth Amendment amends the Credit Agreement to:
-- extend the maturity date to July 6, 2015;
-- reduce the interest spread added to the two alternate interest rate indexes available under the Credit Agreement from a fixed 3.5% over the LIBOR index and a fixed 2.625% over the alternative base rate to a spread ranging from 2.25% to 3.0% over LIBOR and 1.25% to 2.00% over the alternative base rate, based on the Consolidated Total Leverage Ratio at the end of each fiscal quarter;
-- add a new accordion feature to the Company's existing $200 million line of credit to permit the Company to expand the credit facility in an aggregate amount of up to an additional $50 million;
-- reduce the annual commitment fee payable on the average daily unused amount of the revolving credit facility from 0.625% to 0.5%;
-- amend the Consolidated Total Leverage Ratio covenant to require a maximum ratio of 3.75 to 1.0 until the maturity date, in replacement of a maximum ratio that declined to 3.25 to 1.0 over time;
-- provide the Company a limited right to pay dividends of cash, equity or any combination thereof to the holders of its common and preferred stock, subject to certain terms and conditions; and
-- in connection with the granting of the right to pay dividends, amend the definition of Consolidated Interest Coverage Ratio, which shows the relation between the Company's EBITDA and its consolidated interest expense, to require the deduction from EBITDA of the amount paid by the Company as dividends, if any, before computing the ratio.
The foregoing description of the Fourth Amendment does not purport to describe all of its terms and is qualified in its entirety by reference to the complete text of the Fourth Amendment, which is filed as Exhibit 4.1 to this Form 8-K and is incorporated herein by reference.
4.1 Fourth Amendment to Credit Agreement dated as of July 6, 2011, among Westway Group, Inc., as borrower, five of its subsidiaries as guarantors, J.P.Morgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto
99.1 Press Release of Westway Group, Inc. dated July 6, 2011
Westway Group, Inc.
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Date: July 08, 2011
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By:
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/s/ Thomas A. Masilla, Jr.
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Thomas A. Masilla, Jr.
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Chief Financial Officer
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Exhibit No.
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Description
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EX-4.1
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Fourth Amendment to Credit Agreement dated as of July 6, 2011, among Westway Group, Inc., as borrower, five of its subsidiaries as guarantors, J.P.Morgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto
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EX-99.1
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Press Release of Westway Group, Inc. dated July 6, 2011
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