Attached files
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EX-99.1 - EX-99.1 - SPX CORP | a14-24138_1ex99d1.htm |
EX-4.1 - EX-4.1 - SPX CORP | a14-24138_1ex4d1.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
Date of Report (Date of earliest event reported): November 7, 2014
SPX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE |
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1-6948 |
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38-1016240 |
(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
13320 Ballantyne Corporate Place
Charlotte, North Carolina 28277
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (704) 752-4400
NOT APPLICABLE
(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 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 November 7, 2014, SPX Corporation (the Company) announced that it had received, pursuant to its previously announced consent solicitation (the Consent Solicitation) with respect to its outstanding 6.875% Notes due 2014 (the Notes), the requisite consents to adopt proposed amendments (the Proposed Amendments) to the indenture governing the Notes (the Indenture) to clarify the application of Article Five of the indenture to the Companys previously announced spin-off. The Consent Solicitation expired at 5:00 p.m., New York City time, on November 7, 2014.
As of 5:00 p.m. New York City time on November 7, 2014, holders of $591.174 million aggregate principal amount of Notes, representing 98.53% of the outstanding Notes, had validly delivered and not revoked their consents. As a result, the requisite number of consents has been received with respect to the Consent Solicitation.
On November 7, 2014, the Company, the subsidiary guarantors and U.S. Bank National Association, as trustee, executed the Second Supplemental Indenture (the Second Supplemental Indenture) to the Indenture implementing the Proposed Amendments. A copy of the Second Supplemental Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 10, 2014, the Company issued a press release announcing the receipt of requisite consents and expiration of the previously announced consent solicitation relating to its 6.875% Senior Notes due 2017. The press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit |
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Number |
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Description |
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4.1 |
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Second Supplemental Indenture, dated as of November 7, 2014, among the Company, the Subsidiary Guarantors (as defined therein) and U.S. Bank National Association, as Trustee, to the Indenture, dated as of August 16, 2010. |
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99.1 |
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Press release, dated November 10, 2014. |
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.
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SPX CORPORATION | |
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Date: November 10, 2014 |
By: |
/s/ Jeremy W. Smeltser |
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Jeremy W. Smeltser |
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Vice President and |
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Chief Financial Officer |
EXHIBIT INDEX
Item 9.01. Financial Statements and Exhibits.
Exhibit |
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Number |
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Description |
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4.1 |
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Second Supplemental Indenture, dated as of November 7, 2014, among the Company, the Subsidiary Guarantors (as defined therein) and U.S. Bank National Association, as Trustee, to the Indenture, dated as of August 16, 2010. |
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99.1 |
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Press release, dated November 10, 2014. |