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| CVO > SEC Filings for CVO > Form 8-K on 8-Jun-2012 | All Recent SEC Filings |
8-Jun-2012
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Ex
On June 5, 2012, Cenveo Corporation (the "Company"), a wholly-owned subsidiary of Cenveo, Inc. ("Cenveo"), entered into an agreement (the "Credit Agreement Supplement") with Cenveo, Bank of America, N.A., as administrative agent, and Bank of America, N.A., as incremental term loan lender, that provides for $65 million aggregate principal amount of an additional term loan (the "Loan") under its senior secured credit agreement (the "Credit Agreement"). The terms of the Loan are identical to the terms of the existing term loan under the Credit Agreement. The Loan is expected to close this week.
Simultaneously, the Company entered into an amendment ("Amendment No. 3") to the Credit Agreement with Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and a syndicate of lenders, which also is expected to close this week. Amendment No. 3 allows the Company to repurchase up to $135 million of its senior subordinated notes due December 2013 (the "Subordinated Notes"), subject to maintaining certain liquidity thresholds and other customary conditions. Amendment No. 3 also delays a step down in the maximum first lien leverage ratio covenant to 2.25x from 2.50x until the first quarter of 2013, increases the interest rate margins under the Credit Agreement by 0.375%, and provides for an additional mandatory prepayment if the Company and its subsidiaries have balances of cash and cash equivalents that exceed certain thresholds. Proceeds from the Loan will initially be used to repay outstanding revolving credit borrowings under the Credit Agreement and to pay fees and expenses, which will free up capacity under the revolving credit facility to refinance the Subordinated Notes.
The foregoing summary descriptions of the Credit Agreement Supplement and Amendment No. 3 and the transactions contemplated thereby are not intended to be complete and are qualified in their entirety by the complete text of the Credit Agreement Supplement and Amendment No. 3 attached as Exhibit 10.1 and 10.2, respectively, to this report.
On June 5, 2012, Cenveo issued a press release relating to the foregoing. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference herein.
On June 8, 2012, Cenveo issued a press release announcing the extension of the
exchange offer deadline in connection with the Company's offer to exchange up to
$225,000,000 of its unregistered 11½% Senior Notes due 2017 for 11½% Senior
Notes due 2017 registered under the Securities Act of 1933, as amended, to 5:00
p.m., New York City time, on June 15, 2012, unless further extended. A copy of
the press release is attached as Exhibit 99.2 to this report and incorporated by
reference herein.
(d) Exhibits.
Exhibit Number Description 10.1 Credit Agreement Supplement dated June 5, 2012 10.2 Amendment No. 3 to Credit Agreement dated June 5, 2012 99.1 Press release of Cenveo, Inc. dated June 5, 2012 99.2 Press release of Cenveo, Inc. dated June 8, 2012 |
Forward-Looking Statements
Statements made in this Current Report on Form 8-K, other than those concerning
historical financial information, may be considered "forward-looking
statements," which are based upon current expectations and involve a number of
assumptions, risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. In view of such uncertainties,
investors should not place undue reliance on our forward-looking statements.
Such statements speak only as of the date of this Current Report on Form 8-K,
and we undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Factors that could cause actual results to differ materially from management's
expectations include, without limitation: (i) the recent United States and
global economic conditions, which have adversely affected us and could continue
to do so; (ii) our substantial level of indebtedness, which could impair our
financial condition and prevent us from fulfilling our business obligations;
(iii) our ability to service or refinance our debt; (iv) the terms of our
indebtedness imposing significant restrictions on our operating and financial
flexibility; (v) additional borrowings that are available to us could further
exacerbate our risk exposure from debt; (vi) our ability to successfully
integrate acquired businesses into our business; (vii) a decline of our
consolidated profitability or profitability within one of our individual
reporting units could result in the impairment of our assets, including
goodwill, other long-lived assets and deferred tax assets; (viii) intense
competition and fragmentation in our industry; (ix) the general absence of
long-term customer agreements in our industry, subjecting our business to
quarterly and cyclical fluctuations; (x) factors affecting the United States
postal services impacting demand for our products; (xi) the availability of the
internet and other electronic media may adversely affect our business; (xii)
increases in paper costs and decreases in the availability of raw materials;
(xiii) our labor relations; (xiv) our compliance with environmental laws; (xv)
our dependence on key management personnel; (xvi) our dependence upon
information technology systems; (xvii) our international operations and the
risks associated with operating outside of the United States, and (xviii) the
absence of assurances that events will not occur that would interfere with the
consummation of the transactions above or the availability of cash to consummate
the refinancing of outstanding indebtedness. This list of factors is not
exhaustive, and new factors may emerge or changes to the foregoing factors may
occur that would impact our business. Additional information regarding these and
other factors can be found in Cenveo, Inc.'s periodic filings with the SEC,
which are available at www.cenveo.com.
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