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FDP > SEC Filings for FDP > Form 8-K on 29-Oct-2012All Recent SEC Filings

Show all filings for FRESH DEL MONTE PRODUCE INC

Form 8-K for FRESH DEL MONTE PRODUCE INC


29-Oct-2012

Entry into a Material Definitive Agreement, Termination of a Material


Item 1.01 Entry into a Material Definitive Agreement.

On October 23, 2012, Fresh Del Monte Produce Inc. (the "Company"), and certain of its subsidiaries entered into a Credit Agreement (the "Agreement") with the financial institutions and other lenders named therein, including Bank of America, N.A. ("Bank of America") as administrative agent and Merrill Lynch, Pierce, Fenner & Smith Inc. as sole lead arranger and sole book manager. The Credit Agreement provides for a five-year, $500 million syndicated senior unsecured revolving credit facility (the "Credit Facility") maturing on October 23, 2017.

The Credit Facility replaces the Company's existing revolving credit facility (the "Existing Credit Facility") due to expire on January 17, 2013.

Borrowings under the Credit Facility will be at the Company's discretion either as a Eurocurrency Rate ("LIBOR") loan plus applicable margin or as a base rate loan plus applicable margin. Based on the Company's current leverage ratio, the applicable margin would be 1.25% for a LIBOR based loan and 0.25% for a base rate loan. Base rate loans bear interest at a fluctuating rate per annum equal to the highest of the Federal Funds Rate plus 1/2 of 1%, the publicly announced Bank of America "prime rate," and LIBOR plus 1%. The Company is also required to pay a facility fee on the unused commitment amount at a rate per annum that is also based on the Company's leverage ratio. Based on the Company's current leverage ratio, the margin on the facility fee would be 0.15%.

The Credit Facility is unsecured as long as the Company maintains a leverage ratio of less than 3.25 times EBITDA and is guaranteed by certain of the Company's subsidiaries.

The Credit Facility contains customary covenants for transactions of this type applicable to the Company and its subsidiaries, including limitations on the amount and types of liens and indebtedness, material asset sales and mergers. Most of the restrictions are subject to certain minimum thresholds and exceptions. The Credit Facility also contains the following financial covenants applicable to the Company and its subsidiaries on a consolidated basis:

a. A leverage ratio of not more than 3.50 to 1.00.

b. A minimum interest coverage of not less than 2.25 to 1.00.

The Credit Facility also contains customary events of default. Upon the occurrence of an event of default, the outstanding obligations under the Credit Facility may be accelerated and become immediately due and payable and the unused commitments may be terminated.

The Company has other commercial relationships with certain parties to the Credit Facility described herein. Several of the lenders or their affiliates furnish general financing and banking services to the Company.

The foregoing is a summary of the material terms and conditions of the Credit Agreement and not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K. A copy of the Company's press release announcing the Credit Facility also is filed as Exhibit 99.1 to this Form 8-K.




Item 1.02 Termination of a Material Definitive Agreement

Effective October 25, 2012, the Second Amended and Restated Revolving Credit Agreement, dated July 17, 2009 (the "Existing Credit Agreement"), among the Company, certain of its subsidiaries named therein, the lenders and issuing banks named therein and the other parties thereto, is terminated in its entirety. The Existing Credit Agreement set forth the terms and conditions of the Existing Credit Facility. The Existing Credit Facility included a revolving commitment of $150 million expiring on January 17, 2013. The information included in Item 1.01 of the Current Report on Form 8-K relating to the Existing Credit Agreement, is incorporated by reference into this Item 1.02.



Item 2.03 Creation of a Direct Financial Obligation

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Credit Agreement, dated as of October 23, 2012, by and among Fresh Del Monte Produce Inc., and certain subsidiaries named therein and the lenders and agents named therein.

99.1 Press Release dated October 25, 2012.



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