Attached files
| file | filename |
|---|---|
| EX-10.1 - CREDIT AGREEMENT - PRECISION CASTPARTS CORP | pcp12162013ex101.htm |
| EX-10.2 - CREDIT AGREEMENT - PRECISION CASTPARTS CORP | pcp12162013ex102.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
December 16, 2013
Date of Report (Date of earliest event reported)
PRECISION CASTPARTS CORP. | ||
(Exact name of registrant as specified in its charter) | ||
Oregon | 1-10348 | 93-0460598 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
4650 S.W. Macadam Avenue | ||
Suite 400 | ||
Portland, Oregon 97239-4254 | ||
(Address of principal executive offices) | ||
(503) 946-4800 | ||
(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 (see General Instruction A.2. below):
[ ] 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 240.13e-4(c))
ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
5-Year Credit Agreement
On December 16, 2013, Precision Castparts Corp. (the “Company”) entered into a Credit Agreement (the “New Credit Agreement”) with Bank of America, N.A., as Administrative Agent, Citibank, N.A. and Wells Fargo Bank, National Association, as Syndication Agents, Mizuho Bank (USA), PNC Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and U.S. Bank National Association, as Co-Documentation Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Managers, and other lenders from time to time party thereto (collectively the “Lenders”). On the same day, the Company also terminated its prior Credit Agreement, dated November 30, 2011, with Bank of America, N.A. and the other lenders under such agreement (the “Prior Credit Agreement”). The New Credit Agreement consists of a five-year, $1.0 billion revolving credit facility (with a $500 million increase option, subject to approval of the Lenders) maturing during December 2018, unless extended pursuant to two 364-day extension options (subject to approval of the Lenders). The New Credit Agreement contains customary representations and warranties, events of default, and financial and other covenants. The interest rate and facility fee under the New Credit Agreement will vary depending upon the Company’s debt ratings.
The foregoing summary description of the New Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference.
364-Day Credit Agreement
Also on December 16, 2013, the Company entered into a Credit Agreement (the “364-Day Credit Agreement”) with Bank of America, N.A., as Administrative Agent, Citibank, N.A. and Wells Fargo Bank, National Association, as Syndication Agents, Mizuho Bank, Ltd., PNC Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and U.S. Bank National Association, as Co-Documentation Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Managers, and other lenders from time to time party thereto. The 364-Day Credit Agreement replaces a prior 364-day credit agreement that expired in December 2013. The 364-Day Credit Agreement consists of a 364-day, $1.0 billion revolving credit facility maturing during December 2014, unless converted into a one-year term loan at the option of the Company at the end of the revolving period. The Credit Agreement contains customary representations and warranties, events of default, and financial and other covenants. Interest on any borrowings under the 364-Day Credit Agreement will accrue at variable rates, based upon a defined “Base Rate” and “Eurocurrency Rate”.
The foregoing summary of the 364-Day Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 364-Day Credit Agreement, which is filed as Exhibit 10.2 hereto and incorporated by reference.
ITEM 1.02. | TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. |
In connection with and at the time the Company entered into the New Credit Agreement on December 16, 2013, the Prior Credit Agreement (as defined and described in Item 1.01 above) originally scheduled to expire on November 30, 2016, was terminated.
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
10.1 | Credit Agreement, dated December 16, 2013, by and among Precision Castparts Corp., Bank of America, N.A., as Administrative Agent, Citibank, N.A. and Wells Fargo Bank, National Association, as Syndication Agents, Mizuho Bank (USA), PNC Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and U.S. Bank National Association, as Co-Documentation Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Managers, and other lenders from time to time party thereto. |
10.2 | Credit Agreement, dated December 16, 2013, by and among Precision Castparts Corp., Bank of America, N.A., as Administrative Agent, Citibank, N.A. and Wells Fargo Bank, National Association, as Syndication Agents, Mizuho Bank, Ltd., PNC Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and U.S. Bank National Association, as Co-Documentation Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Managers, and other lenders from time to time party thereto. |
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.
PRECISION CASTPARTS CORP. | ||||
Date: | December 18, 2013 | By: | /s/ Shawn R. Hagel | |
Name: | Shawn R. Hagel | |||
Title: | Executive Vice President and Chief Financial Officer | |||
(Principal Financial and Accounting Officer) | ||||
EXHIBIT INDEX
Exhibit No. | Description | |
Exhibit 10.1 | Credit Agreement, dated December 16, 2013, by and among Precision Castparts Corp., Bank of America, N.A., as Administrative Agent, Citibank, N.A. and Wells Fargo Bank, National Association, as Syndication Agents, Mizuho Bank (USA), PNC Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and U.S. Bank National Association, as Co-Documentation Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Managers, and other lenders from time to time party thereto. | |
Exhibit 10.2 | Credit Agreement, dated December 16, 2013, by and among Precision Castparts Corp., Bank of America, N.A., as Administrative Agent, Citibank, N.A. and Wells Fargo Bank, National Association, as Syndication Agents, Mizuho Bank, Ltd., PNC Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and U.S. Bank National Association, as Co-Documentation Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Managers, and other lenders from time to time party thereto. | |