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EX-99.1 - PRESS RELEASE - Teledyne LeCroy, Inc.dex991.htm
EX-10.1 - CREDIT AGREEMENT - Teledyne LeCroy, Inc.dex101.htm





Washington, DC 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2011




(Exact name of registrant as specified in its charter)




Delaware   0-26634   13-2507777

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


700 Chestnut Ridge Road

Chestnut Ridge, New York

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (845) 425-2000


(Former Name or Former Address, if Changed Since Last Report)



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:


  ¨ 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 240.13-e4(c))




Item 1.01 Entry into a Material Definitive Agreement

On August 8, 2011 LeCroy Corporation entered into a new $75,000,000 Credit Agreement (the “Credit Agreement”) with the lenders listed therein and RBS Citizens, N.A. as administrative agent for such lenders. The Credit Agreement will mature on August 8, 2016. The Credit Agreement replaces LeCroy’s Amended and Restated Agreement. RBS Citizens, N.A. is acting as sole lead arranger and sole book runner in connection with syndicating the credit facility.

The terms of the Credit Agreement provide LeCroy with a $75,000,000 revolving credit facility, which includes a $7,500,000 letter of credit subfacility. LeCroy has the right to increase the total revolving commitment to $90,000,000 at any time prior to the Revolving Maturity Date of the Credit Agreement upon meeting certain conditions. The performance by LeCroy of its obligations under the Credit Agreement is secured by all of the assets of LeCroy and its domestic subsidiaries, and is guaranteed by LeCroy’s domestic subsidiaries.

The proceeds of the borrowings under the Credit Agreement have and will be used to refinance existing debt, including the ability to retire the outstanding convertible notes in October 2011, fund short-term and long-term working capital, for issuance of Letters of Credit and general corporate purposes.

Borrowings under the Revolving Credit Agreement will bear interest at variable rates equal to, at LeCroy’s election, (a) a rate based on LIBOR or (b) Base Rate, plus a margin based on the Total Leverage Ratio. The Credit Agreement contains, among other things, conditions precedent, affirmative and negative covenants, representations and warranties and events of default customary for facilities of this size, type and purpose. Under certain conditions, the lending commitments under the Credit Agreement may be terminated by the lenders and amounts outstanding under the Credit Agreement may be accelerated.

The foregoing summary is qualified in its entirety by reference to the Credit Agreement, which is attached as Exhibit 10.1. The representations and warranties of the Company in the Credit Agreement were made only for purposes of that agreement and as of specific dates and were solely for the benefit of the lender party thereto. The Credit Agreement is a contractual document that establishes and governs the legal relations among the parties thereto and is not intended to be a source of factual, business, or operational information about the Company and its subsidiaries. The representations and warranties made by the Company in the Credit Agreement may be subject to the standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.

The lenders under the Credit Agreement and its affiliates have provided and may continue to provide investment banking, commercial banking, financial services, or other services to the Company and its affiliates. They have received, and may in the future receive, customary fees and commissions for their services.


Item 1.02 Termination of a Material Definitive Agreement

On August 8, 2011, LeCroy Corporation terminated its Amended and Restated Credit Agreement that was entered into on July 29, 2010.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03

Item 8.01 Other Events

A copy of our August 9, 2011 press release announcing our entry into the Credit Agreement is attached as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits


Exhibit No.



10.1    Credit Agreement, dated as of August 8, 2011, between the Registrant and the Lenders listed therein and RBS Citizens, N.A., as Administrative Agent.
99.1    Press release dated August 9, 2011.




Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




a Delaware corporation

Date: August 9, 2011     By:       /s/ Sean B. O’Connor
           Sean B. O’Connor
           Vice President, Finance
           Chief Financial Officer,
           Secretary and Treasurer