UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
October 14, 2009
Date of Report (Date of Earliest Event Reported)
HOSPIRA, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-31946 |
| 20-0504497 |
(Commission File Number) |
| (I.R.S. Employer Identification No.) |
275 N. Field Drive
Lake Forest, Illinois 60045
(Address Of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, Including Area Code: (224) 212-2000
Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On October 14, 2009, Hospira, Inc. (the “Company”) entered into a Credit Agreement and Guaranty (the “Credit Agreement”) with a group of lenders identified in the Credit Agreement, including Citibank, N.A., as Administrative Agent. The Credit Agreement is included as Exhibit 10.1 and is hereby incorporated by reference into this Item 1.01. The description herein is qualified in its entirety by the Credit Agreement. Under the Credit Agreement, the initial aggregate amount of the lenders’ commitments is $700,000,000, and the Company may, at its option, seek to increase the total commitments from time to time by an aggregate amount of up to $125,000,000 (resulting in maximum total commitments of $825,000,000).
The Credit Agreement replaces the $375,000,000 revolving credit agreement, dated as of December 16, 2005, and amended as of January 15, 2007, which was attached as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. The Company did not incur any penalties in connection with the termination of the previous credit agreement. Except as described herein, the Credit Agreement is substantially similar to the Company’s previous credit agreement.
The Credit Agreement permits loans to the Company and, subject to specified criteria, foreign subsidiaries of the Company. The Credit Agreement also permits the issuance of letters of credit on behalf of the Company. The Credit Agreement is unsecured and repayable on maturity in October of 2012. If there are any borrowings by Company subsidiaries, those borrowings will be guaranteed by the Company.
Loans under the Credit Agreement bear interest at either LIBOR or a base rate plus, in each case, a spread determined by the Company’s credit rating. In addition, the Company is required to pay certain fees under the Credit Agreement, including facility fees and letter of credit fees.
The Credit Agreement contains customary covenants, including covenants limiting liens, subsidiary indebtedness, substantial assets sales and mergers. Most of these restrictions are subject to thresholds and exceptions. The Credit Agreement also contains financial covenants that require the Company to maintain a minimum interest coverage ratio of at least 5:1, and a maximum leverage ratio of 3.25:1. The Credit Agreement has customary events of default, including (subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of representation or warranty, bankruptcy or insolvency proceedings, change of control, and cross-default to other debt agreements.
Hospira had no outstanding borrowings under its previous credit agreement, and has no borrowings under the Credit Agreement.
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Item 1.02 Termination of a Material Definitive Agreement
The disclosure included in Item 1.01 hereof is incorporated by reference into this Item 1.02.
Item 2.03 Creation of a Direct Financial Obligation
The disclosure included in Item 1.01 hereof is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
| Exhibit |
|
|
|
10.1 |
| Credit Agreement and Guaranty, dated October 14, 2009, between Hospira and the Lenders and Agents named therein. |
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SIGNATURE
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.
| HOSPIRA, INC. | |
|
| |
|
| |
Dated: October 16, 2009 | /s/ Brian J. Smith | |
| By: | Brian J. Smith |
| Its: | Senior Vice President, General Counsel and Secretary |
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EXHIBIT INDEX
Exhibit No. |
| Description |
|
|
|
10.1 |
| Credit Agreement and Guaranty, dated October 14, 2009, between Hospira and the Lenders and Agents named therein. |
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