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ORB > SEC Filings for ORB > Form 8-K on 13-Dec-2012All Recent SEC Filings

Show all filings for ORBITAL SCIENCES CORP /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ORBITAL SCIENCES CORP /DE/


13-Dec-2012

Entry into a Material Definitive Agreement, Creation of a Direct Finan


Item 1.01. Entry into a Material Definitive Agreement.

On December 12, 2012, Orbital Sciences Corporation (the "Company") entered into an amendment to its existing credit agreement (the "Amendment") with Wells Fargo Bank, National Association ("Wells Fargo"), as Administrative Agent, Swingline Lender and Issuing Lender, Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners, Citibank N.A. and Bank of America, N.A., as Co-Syndication Agents, PNC Bank, N.A. and U.S. Bank National Association, as Co-Documentation Agents, and the lenders and subsidiary guarantors party thereto. The Amendment provided for a new $150 million senior secured term loan facility (the "Term Loan") and extends the scheduled maturity date on the existing senior secured revolving credit facility to December 12, 2017. The Amendment amends and restates the Company's existing credit agreement, dated as of June 7, 2011, as amended, and except for the extension of the revolving credit facility's maturity date and the addition of the Term Loan, all other material terms and conditions are substantially the same.

The Term Loan has a five-year term, is secured on the same basis as the revolving credit facility and bears interest, at the Company's option, at the London Interbank Offered Rate ("LIBOR") or the base rate established from time to time by Wells Fargo, plus an applicable margin which is 1.75% per annum in the case of LIBOR loans and 0.75% per annum in the case of base rate loans.

The proceeds of the Term Loan will be used to fund the repurchase of the $143.75 million aggregate principal amount of the Company's outstanding 2.4375% Convertible Senior Subordinated Notes due 2027 (the "Convertible Notes") in the Company's previously announced tender offer for the Convertible Notes or to repurchase and/or redeem any Convertible Notes not tendered in the tender offer. The Company intends to use any remaining proceeds from the Term Loan for general corporate purposes.

The Amendment is filed as an Exhibit to this Form 8-K, and this summary is qualified in its entirety by reference to the Amendment.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit are being filed herewith:

Exhibit
  No.                                       Exhibit

10.1         Second Amendment to Credit Agreement, dated as of December 12, 2012,
             among the Company, the subsidiaries of the Company party thereto as
             guarantors, Wells Fargo Bank, National Association, as Administrative
             Agent, Swingline Lender and Issuing Lender, Wells Fargo Securities,
             LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner &
             Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners,
             Citibank N.A. and Bank of America, N.A., as Co-Syndication Agents, PNC
             Bank, N.A. and U.S. Bank National Association, as Co-Documentation
             Agents, and the lenders party thereto


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