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Quotes & Info
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| GKSR > SEC Filings for GKSR > Form 8-K on 2-Jul-2009 | All Recent SEC Filings |
2-Jul-2009
Entry into a Material Definitive Agreement
Borrowings in agreed upon currencies other than U.S. or Canadian dollars will
bear interest at the LIBO rate for specified interest periods plus a margin
determined with reference to the Company's consolidated leverage ratio.
G&K Services, Co., a wholly-owned subsidiary of the Company, has guaranteed the
obligations of the Company and Canadian Borrower under the Credit Facility.
Additional subsidiaries of the Company may become guarantors under the Credit
Facility in accordance with the terms set forth in the Credit Facility, pursuant
to which any such U.S. subsidiary would guarantee the obligations of the Company
and Canadian Borrower under the Credit Facility and any such Canadian subsidiary
would guarantee the obligations of Canadian Borrower under the Credit Facility.
The Credit Facility contains customary covenants, including, without limitation,
covenants applicable to the Company and its subsidiaries limiting indebtedness,
liens, certain dividend payments and share repurchases, substantial asset sales
and mergers. Most of these restrictions are subject to certain minimum
thresholds and exceptions. In particular, the amount of dividends or other
distributions, including share repurchases, that may be made with respect to the
equity interests of the Company or any of its subsidiaries are limited in the
event the Company's consolidated leverage ratio is greater than or equal to 2.50
to 1.00. If the Company's consolidated leverage ratio is greater than or equal
to 2.50 to 1.00 and less than 3.00 to 1.00, such dividend payments and share
repurchases are capped at $100,000,000 per fiscal year, and, if the Company's
consolidated leverage ratio is greater than or equal to 3.00 to 1.00, such
dividend payments and share repurchases are capped at $35,000,000 per fiscal
year, in each case for the applicable fiscal year, subject to certain conditions
and exceptions set forth in the Credit Facility.
The Credit Facility also contains the following financial covenants:
• The Company is required to maintain a ratio of (a) consolidated total
indebtedness to (b) consolidated EBITDA of not greater than 3.50 to 1.0.
Compliance with such covenant is tested on the last day of each fiscal
quarter for the preceding four consecutive fiscal quarters beginning with
the fiscal quarter ending after June 27, 2009.
• The Company is required to maintain a ratio of (i) consolidated EBITDA to
(ii) consolidated interest expense of at least 3.00 to 1.00. Compliance with
such covenant is tested on the last day of each fiscal quarter for the
preceding four consecutive fiscal quarters beginning with the fiscal quarter
ending after June 27, 2009.
• The Company is required to maintain a consolidated net worth of at least the sum of (a) $312,000,000 plus (b) 35% of its consolidated net income (if positive) for the applicable fiscal quarter. Compliance with such covenant is tested on the last day of each fiscal quarter beginning with the fiscal quarter ending after June 27, 2009.
In addition, the Credit Facility has customary events of default, including (subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of a representation or warranty, bankruptcy or insolvency proceedings, change of control, ERISA matters, environmental liability and cross-default to other debt agreements and certain contracts. Upon an event of default, by agreement of lenders representing a majority of the outstanding commitments, the lenders may terminate the lending commitments
under the Credit Facility and accelerate amounts outstanding thereunder (which
occurs automatically in the event of various bankruptcy and insolvency
proceedings).
This summary is qualified in its entirety by references to the terms of the
Credit Facility attached hereto as Exhibit 10.1 which is incorporated herein by
reference.
Item 1.02. Termination of a Material Definitive Agreement.
In connection with the Credit Facility, on July 1, 2009, the Company terminated
that certain Amended and Restated Credit Agreement, dated as of August 31, 2005,
among the Company, the Canadian Borrower, the financial institutions from time
to time parties thereto as lenders, and JPMorgan, as administrative agent, as
amended, which was scheduled to mature on August 31, 2010.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 above, the provisions of which are incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure.
On July 2, 2009, the Company issued a press release announcing that the Company
entered into the Credit Facility.
A copy of the press release is being furnished pursuant to Regulation FD as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference. The information in the press release shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liability of that section. Furthermore,
the press release shall not be deemed to be incorporated by reference into the
Company's filings under the Securities Act of 1933, as amended, or under the
Securities Exchange Act of 1934, as amended, except as set forth with respect
thereto in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Credit Agreement dated as of July 1, 2009 among G&K Services, Inc., G&K
Services Canada Inc., the Lenders from time to time party thereto,
JPMorgan Chase Bank, N.A. as administrative agent, Wells Fargo Bank,
National Association and Bank of America, N.A., as co-syndication agents
and SunTrust Bank and U.S. Bank National Association as co-documentation
agents.
99.1 Press Release dated as of July 2, 2009 (furnished)
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