Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
BRC > SEC Filings for BRC > Form 8-K on 31-Dec-2012All Recent SEC Filings

Show all filings for BRADY CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for BRADY CORP


31-Dec-2012

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 28, 2012, Brady Corporation (the "Corporation") and its wholly owned subsidiary, BC I Merger Sub Corporation ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Precision Dynamics Corporation ("PDC") and Precision Dynamics Holding LLC, as the representative of PDC's equity owners, pursuant to which the Corporation acquired PDC on December 28, 2012.

Pursuant to the Merger Agreement, Merger Sub was merged with and into PDC, with PDC surviving as a wholly owned subsidiary of the Corporation. The purchase price was $300 million (including indebtedness of PDC re-paid at closing), which amount is subject to a working capital adjustment and escrow provisions. The Merger Agreement provides for customary indemnification rights with respect to a breach of a representation, warranty or covenant by either party. The Corporation financed the acquisition by using existing cash and borrowings under its revolving credit facility as described below under item 2.03.

The Merger Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The brief summary of the material provisions of the Merger Agreement set forth above is qualified in its entirety by reference to the Merger Agreement filed as an exhibit hereto. The Corporation issued a press release on December 28, 2012, and hosted a conference call regarding the merger on December 31, 2012. The press release is attached hereto as Exhibit 99.1, and the informational slides referenced in the conference call are attached hereto as Exhibit 99.2.

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
Item 2.03 OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

On December 27, 2012, the Company drew down approximately $220 million from its revolving credit facility pursuant to the terms of the Company's Credit Agreement with a group of six banks to fund a portion of the purchase price payable upon closing of the merger described above in Item 1.01. Under the revolving credit facility, the Company may borrow an aggregate amount of up to $300 million. After giving effect to this borrowing, the Company has an additional $80 million available for borrowing under the revolving credit facility. This borrowing under the revolving credit facility has a final maturity date of February 1, 2017, and will initially bear interest at a rate of 1.3152% per annum, which will be reset from time to time based upon changes in the LIBOR rate.

The foregoing description of the revolving credit facility and the Credit Agreement is qualified in its entirety by the terms of the Credit Agreement, a copy of which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 7, 2012, and is incorporated herein by reference.



Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(i) Exhibits.

The following are filed as Exhibits to this Report.

Exhibit No.    Description of Exhibit

2.1            Agreement and Plan of Merger, dated as of December 28, 2012, by and
               among Brady Corporation, BC I Merger Sub Corporation, Precision
               Dynamics Corporation, and Precision Dynamics Holding LLC. Schedules
               and exhibits to this document are not being filed herewith pursuant to
               Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish a
               copy of any such schedule or exhibit to the Securities and Exchange
               Commission upon request.

99.1           Press Release of Brady Corporation, dated December 28, 2012,
               announcing the acquisition of Precision Dynamics Corporation.

99.2           Informational slides provided by Brady Corporation, dated December 31,
               2012.


  Add BRC to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for BRC - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2013 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.