UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 18, 2007
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WHX CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-2394 13-3768097
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
555 Theodore Fremd Avenue, Rye, New York 10580
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (914) 925-4413
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N/A
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
/_/ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
/_/ Soliciting material pursuant to rule 15a-12 under the Exchange Act (17
CFR 240.15a-12)
/_/ Pre-commencement communications pursuant to Rule 15d-2(b) under the
Exchange Act (17 CFR 240.15d-2(b))
/_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-(c))
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 18, 2007, Bairnco Corporation ("Bairnco"), a wholly-owned
subsidiary of WHX Corporation (the "Company"), completed the refinancing of: (i)
all existing indebtedness of Bairnco and its subsidiaries under that certain
Loan and Security Agreement, dated as of November 9, 2006, as amended, by and
among Bank of America, N.A., Bairnco and the Bairnco subsidiaries party thereto
as borrowers, and (ii) a portion of the existing indebtedness (the "Steel Bridge
Loan") of Bairnco under that certain Loan and Security Agreement, dated as of
April 17, 2007 (the "Steel Bridge Loan"), by and among BZ Acquisition Corp.,
Bairnco and Steel Partners II, L.P. ("Steel Partners II"), pursuant to which
Steel Partners II made up to a $90 million term loan to BZ Acquisition Corp. and
Bairnco.
Under the refinancing, Bairnco entered into (i) a Credit Agreement, dated
as of July 17, 2007 (the "First Lien Credit Agreement"), by and among Bairnco,
Arlon, Inc. ("Arlon"), Arlon Viscor Ltd. ("Arlon Viscor"), Arlon Signtech, Ltd.
("Arlon Signtech"), Kasco Corporation ("Kasco"), and Southern Saw Acquisition
Corporation ("Southern Saw," and together with each of Arlon, Arlon Viscor,
Arlon Signtech and Kasco, the "Borrowers") and Wells Fargo Foothill, Inc., as
the arranger and administrative agent for the lenders thereunder, (ii) a Credit
Agreement, dated as of July 17, 2007 (the "Second Lien Credit Agreement"), by
and among Bairnco, each of the Borrowers, and Ableco Finance LLC, as
administrative agent for the lenders thereunder, and (iii) an Amended and
Restated Credit Agreement, dated as of July 17, 2007 (the "Subordinated Debt
Credit Agreement"), by and among Bairnco, each of the Borrowers and Steel
Partners II, as lender. The Subordinated Debt Credit Agreement amends and
restates the Steel Bridge Loan.
The First Lien Credit Agreement provides for a revolving credit facility
to the Borrowers in an aggregate principal amount not to exceed $30,000,000, and
a term loan facility to the Borrowers of $28,000,000. Borrowings under the First
Lien Credit Agreement, bear interest, (A) in the case of base rate loans, at
0.25 percentage points above the Wells Fargo prime rate, (B) in the case of
LIBOR rate loans, at rates of 2.00 percentage points or 2.50 percentage points,
as applicable, above the LIBOR rate, and (C) otherwise, at a rate equal to the
Wells Fargo prime rate minus 0.25 percentage points. Obligations under the First
Lien Credit Agreement are guaranteed by Arlon Partners, Inc. ("Arlon Partners"),
Arlon MED International LLC ("Arlon MED International"), Arlon Adhesives &
Films, Inc. ("Arlon Adhesives") and Kasco Mexico LLC ("Kasco Mexico," and
together with Bairnco, Arlon Partners, Arlon MED International and Arlon
Adhesives, the "Guarantors"), and secured by a first priority lien on all assets
of Bairnco, the Borrowers, the Guarantors and Bairnco's Ontario subsidiary,
Atlantic Service Company, Limited ("Atlantic Service," and together with
Bairnco, the Borrowers and the Guarantors, the "Loan Parties"). The scheduled
maturity date of the indebtedness under the First Lien Credit Agreement is July
17, 2012.
The Second Lien Credit Agreement provides for a term loan facility to the
Borrowers of $48,000,000. Borrowings under the Second Lien Credit Agreement bear
interest, in the case of base rate loans, at 3.50 percentage points above the
rate of interest publicly announced by JPMorgan Chase Bank in New York, New York
as its reference rate, base rate or prime rate, and, in the case of LIBOR rate
loans, at 6.00 percentage points above the LIBOR rate. Obligations under the
Second Lien Credit Agreement are guaranteed by the Loan Parties, and secured by
a second priority lien on all assets of the Loan Parties. The scheduled maturity
date of the indebtedness under the Second Lien Credit Agreement is July 17,
2012.
Bairnco used $56,659,776 of the borrowings under the First Lien Credit
Agreement and Second Lien Credit Agreement to repay a portion of the
indebtedness outstanding under the Steel Bridge Loan, leaving a principal
balance of $31,814,320 (the "Subordinated Debt Principal"). The Subordinated
Debt Credit Agreement provides for a term loan facility to the Borrowers in the
amount of the Subordinated Debt Principal. All borrowings under the Subordinated
Debt Credit Agreement bear interest at 6.75 percentage points above the rate of
interest publicly announced by JPMorgan Chase Bank in New York, New York as its
reference rate, base rate or prime rate. Interest is payable under the
Subordinated Debt Credit Agreement and as permitted by the terms of an
intercreditor and subordination agreement by and among Wells Fargo Foothill,
Inc., as agent under the First Lien Credit Agreement, Ableco Finance LLC, as
agent under the Second Lien Credit Agreement, and Steel Partners II. Obligations
under the Subordinated Debt Credit Agreement are guaranteed by the Loan Parties,
and secured by a subordinated priority lien on the assets of the Loan Parties.
In connection with the Subordinated Debt Credit Agreement, Steel Partners II
released certain foreign subsidiaries of Bairnco from their joint and several
guarantee of the obligations of Bairnco and its subsidiaries under the Steel
Bridge Loan.
Steel Partners II is the beneficial holder of approximately 50% of the
outstanding shares of the Company's common stock. Warren G. Lichtenstein,
Chairman of the Board of the Company, is the sole managing member of the general
partner of Steel Partners II. In addition, Glen M. Kassan (Director and Chief
Executive Officer of the Company), John Quicke (Director and Vice President of
the Company) and Jack L. Howard and Josh Schecter (Directors of the Company) are
employees of Steel Partners, Ltd., an affiliate of Steel Partners II.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WHX CORPORATION
Dated: July 24, 2007 By: /s/ Robert Hynes
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Name: Robert Hynes
Title: Chief Financial Officer
