- Current report filing (8-K)
2010年10月6日 - 6:23AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
September 30,
2010
KEMET Corporation
(Exact Name of Registrant As Specified In Charter)
Delaware
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0-20289
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57-0923789
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2835 Kemet Way, Simpsonville, SC 29681
(Address of Principal Executive Offices, including Zip Code)
(864) 963-6300
(Registrants telephone number, including area code)
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 filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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
Material Definitive Agreements
.
On
September 30, 2010, KEMET Electronics Corporation (KEC) and KEMET
Electronics Marketing (S) Pte Ltd. (KEMET Singapore) (each a Borrower
and, collectively, the Borrowers) entered into a Loan and Security Agreement
(the Loan and Security Agreement), with Bank of America, N.A, as the
administrative agent and the initial lender. The Loan and Security Agreement
provides a $50 million revolving line of credit, which is bifurcated into a
U.S. facility (for which KEC is the Borrower) and a Singapore facility (for
which KEMET Singapore is the Borrower).
The size of the U.S. facility and Singapore facility can fluctuate as
long as the Singapore facility does not exceed $30 million and the total
facility does not exceed $50 million. A
portion of the U.S. facility and of the Singapore facility can be used to issue
letters of credit. The facilities expire
on September 30, 2014.
Revolving
loans may be used to pay fees and transaction expenses associated with the
closing of the credit facilities, to pay obligations outstanding under the Loan
and Security Agreement and for working capital and other lawful corporate
purposes of KEC and KEMET Singapore.
Borrowings under the U.S. and Singapore facilities are subject to a
borrowing base. The borrowing base
consists of:
·
in the case of the U.S. facility, (A) 85% of KECs accounts
receivable that satisfy certain eligibility criteria plus (B) the lesser
of $4 million and 40% of the net book value (on a first-in, first-out basis) of
inventory of KEC that satisfies certain eligibility criteria plus (C) the
lesser of $3 million and 70% of the net orderly liquidation percentage of the
appraised value of equipment that satisfies certain eligibility criteria less (D) certain
reserves, including certain reserves imposed by the administrative agent in its
permitted discretion; and
·
in the case of the Singapore facility, (A) 85% of KEMET Singapores
accounts receivable that satisfy certain eligibility criteria less (B) certain
reserves, including certain reserves imposed by the administrative agent in its
permitted discretion.
Interest is payable on
borrowings monthly at a rate equal to the London Interbank Offer Rate (LIBOR
rate) or the base rate, plus an applicable margin, as selected by the
Borrower. Depending upon the fixed charge coverage ratio of KEMET Corporation
and all of its subsidiaries on a consolidated basis as of the latest test date,
the applicable margin under the U.S. facility varies between 3.00% and 3.50%
for LIBOR rate advances and 2.00% and 2.50% for base rate advances, and under
the Singapore facility varies between 3.25% and 3.75% for LIBOR rate advances
and 2.25% and 2.75% for base rate advances.
The
base rate is subject to a floor that is 100 basis points above the LIBOR rate.
An unused line fee is
payable monthly in an amount equal to 0.75% of the sum of the average daily
unused portion of the facilities during any month; provided, that such
percentage rate is reduced to (a) 0.50% per annum for any month in which
the average daily balance of the facilities is greater than 33.3% of the total
revolving commitment and less than 66.6% of the total revolving commitment, and
(b) 0.375% per annum for any month in which the average daily balance of
the facilities is greater than or equal to 66.6% of the total revolving
commitment. A customary fee is also payable to the administrative agent on a
quarterly basis.
KECs
ability to draw funds under the U.S. facility and KEMET Singapores ability to
draw funds under the Singapore facility is conditioned upon, among other
matters:
·
the absence of the
existence of a Material Adverse Effect (as defined in the Loan and Security
Agreement);
·
the absence of the existence of a default or an event of default under
the Loan and Security Agreement; and
·
the representations and
warranties made by KEC and KEMET Singapore in the Loan and Security Agreement
continuing to be correct in all material respects;
The
parent corporation of KEC - KEMET Corporation - and the direct and indirect
domestic subsidiaries of KEC (collectively, the Guarantors) guaranty the U.S.
facility obligations and the U.S. facility obligations are secured by a lien on
substantially all of the assets of KEC and the Guarantors (other than assets
that secure KEMET Corporations 10 1/2% Senior Notes due 2018). The collection
accounts of the Borrowers and Guarantors are
subject
to a daily sweep into a concentration account and the concentration account
will become subject to full cash dominion in favor of the administrative agent (i) upon
an event of default, (ii) if for five consecutive business days, aggregate
availability of all facilities has been less than the greater of (A) 15%
of the aggregate revolver commitments at such time and (B) $7,500,000, or (iii) if
for five consecutive business days, availability of the U.S. facility has been
less than $3,750,000 (each such event, a Cash Dominion Trigger Event).
KEC and the Guarantors
guaranty the Singapore facility obligations.
In addition to the assets that secure the U.S. facility, the Singapore
obligations are also secured by a pledge of 100% of the stock of KEMET
Singapore and a charge on substantially all of KEMET Singapores assets. Within 90 days after the closing date, KEMET
Singapores bank accounts will be transferred over to Bank of America and upon
a Cash Dominion Trigger Event will become subject to full cash dominion in
favor of the administrative agent.
A fixed charge coverage
ratio of at least 1.1:1.0 must be maintained as at the last day of each fiscal
quarter ending immediately prior to or during any period in which any of the
following occurs and is continuing until none of the following occurs for a
period of at least forty-five consecutive days:
(i) an event of default, (ii) aggregate availability of all
facilities has been less than the greater of (A) 15% of the aggregate
revolver commitments at such time and (B) $7,500,000, or (iii) availability
of the U.S. facility has been less than $3,750,000. The fixed charge coverage ratio tests the
EBITDA and fixed charges of KEMET Corporation and all of its subsidiaries on a
consolidated basis.
In addition, the Loan and
Security Agreement includes negative covenants that, subject to exceptions,
limit the ability of KEMET Corporation and its direct and indirect subsidiaries
to, among other things:
·
incur additional
indebtedness;
·
create liens on assets;
·
make capital expenditures;
·
engage in mergers,
consolidations, liquidations and dissolutions;
·
sell assets (including
pursuant to sale leaseback transactions);
·
pay dividends and
distributions on or repurchase capital stock;
·
make investments (including
acquisitions), loans, or advances;
·
prepay certain junior
indebtedness;
·
engage in certain
transactions with affiliates;
·
enter into restrictive
agreements;
·
amend material agreements
governing certain junior indebtedness; and
·
change its lines of
business.
The Loan and Security
Agreement includes certain customary representations and warranties,
affirmative covenants and events of default, which are set forth in more detail
in the Loan and Security Agreement.
The
foregoing summary is qualified in its entirety by reference to the Loan and
Security Agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference. The
Loan and Security Agreement contains representations and warranties that the
parties made to and solely for the benefit of the express parties thereto.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information provided in Item 1.01 is hereby incorporated by reference to this
Item 2.03.
3
Item
8.01
Other
Events.
The
information provided in Item 1.01 is hereby incorporated by reference to this
Item 8.01.
Item 9.01
Financial
Statements and Exhibits.
(d)
Exhibits
The
list of exhibits in the Exhibit Index to this report is incorporated
herein by reference.
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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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KEMET Corporation
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/s/
R. James Assaf
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Date:
October 5, 2010
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R.
James Assaf
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Vice
President, General Counsel and Secretary
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5
EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Loan
and Security Agreement, dated as of September 30, 2010, by and among
KEMET Electronics Corporation, KEMET Electronics Marketing (S) Pte Ltd.,
and Bank of America, N.A., as agent and Banc of America Securities LLC, as
lead arranger and bookrunner.
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