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| FO > SEC Filings for FO > Form 8-K on 14-Oct-2008 | All Recent SEC Filings |
14-Oct-2008
Entry into a Material Definitive Agreement, Creation of a Direct Financial Obl
On October 8, 2008, Fortune Brands, Inc. ("Fortune Brands") entered into a $400 million unsecured, three-year term loan agreement among Fortune Brands, the lenders party thereto, Barclays Capital and The Royal Bank of Scotland plc, as Syndication Agents, and Barclays Bank PLC ("Barclays"), as Administrative Agent (the "Term Loan Agreement").
The proceeds of borrowings under the Term Loan Agreement may be used for general corporate purposes.
Amounts borrowed under the Term Loan Agreement will be in U.S. Dollars. Interest on Eurocurrency loans will accrue at LIBOR (with interest periods of 1, 2, 3 or 6 months) plus spreads based on credit ratings assigned to certain debt of Fortune Brands. Interest on alternate base rate loans will accrue at the higher of (i) Barclay's prime rate or (ii) the federal funds effective rate plus 1/2 of 1% per annum.
The Term Loan Agreement contains, among other things, conditions precedent, covenants, representations and warranties and events of default customary for facilities of this type. Such covenants include certain limitations on secured debt, sale-leaseback transactions, subsidiary debt and guarantees, fundamental changes and transactions with affiliates. The Term Loan Agreement also includes a covenant under which Fortune Brands is required to maintain a minimum ratio of consolidated EBITDA to consolidated interest expense of 3.5 to 1.0.
Under certain conditions the lending commitments under the Term Loan Agreement may be terminated by the lenders and amounts outstanding under the Term Loan Agreement may be accelerated. Such events of default include failure to pay any principal, interest or other amounts when due, failure to comply with covenants, breach of representations or warranties in any material respect, non-payment or acceleration of other material debt of Fortune Brands and its subsidiaries, bankruptcy, material judgments rendered against Fortune Brands or certain of its subsidiaries, certain ERISA events or a change of control of Fortune Brands, subject to various exceptions and notice, cure and grace periods.
The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" is incorporated herein by reference.
(d) Exhibits
99.1 Term Loan Agreement dated as of October 8, 2008 among Fortune Brands, Inc.,
the lenders party thereto, Barclays Capital and The Royal Bank of Scotland
plc, as Syndication Agents, and Barclays Bank PLC, as Administrative Agent.
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