Delaware | 20-3939981 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
In privately negotiated transactions that settled on February 13 and February 18, 2009, respectively, the Registrant's wholly-owned subsidiary, Southern Graphic Systems, Inc. ("Southern"), acquired Notes in an aggregate principal amount of $25,500,000 for a cash purchase price of $15,000,000, together with accrued interest on the Notes. With the cancellation of these repurchased Notes, $174,500,000 aggregate principal amount of Notes remain outstanding.
The Note repurchases described above were financed in part by aggregate borro wings of $14,902,857 under the revolving credit facility (the "Revolver") of the senior secured credit facility provided to the Registrant by a syndicate of banks, financial institutions and other entities led by UBS Securities LLC. The senior secured credit facility initially provided financing of up to $193.7 million, consisting of: a $118.7 million term loan facility; a $40 million acquisition facility; and the $35 million Revolver, up to $20 million of which is available for acquisitions and $20 million of which is available for borrowing by our Canadian subsidiary, Southern Graphic Systems-Canada, Co. ("SGS-Canada"). The $118.7 million term loan facility was drawn in its entirety by the Registrant and SGS-Canada on December 30, 2005 in connection with the Registrant's acquisition of Southern and its affiliated businesses from Alcoa Inc. The balance of the acquisition facility was drawn on December 27, 2007 in connection with SGS-Canada's acquisition of Tri-Ad Graphic Communications Ltd. and affilia ted businesses.
As previously reported in our report on Form 8-K filed on December 12, 2008, the Registrant has concluded that Lehman Commercial Paper Inc. ("Lehman") is unable or unwilling to fund its 25.49% lending commitment of loans under the Revolver and that, as a result, the amount actually available under the Revolver is $26,080,000 rather than $35 million. This conclusion was reinforced when Lehman failed to fund its portion of the borrowing requests for the loans to finance the Note repurchases described above. There are no Revolver borrowings outstanding other than the $14,902,857 referred to above. The Registrant therefore believes that $11,177,143 remains available for borrowing under the Revolver, which matures on December 30, 2010.
SGS International, Inc. | ||||||||
Date: February 19, 2009 | By: | /s/ Benjamin F. Harmon, IV | ||||||
Benjamin F. Harmon, IV | ||||||||
Vice President, General Counsel and Secretary | ||||||||