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
Date of Report (Date of earliest event reported): April 27, 2007
TEXTRON FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware
(State of Incorporation) | | 0-277559
(Commission File Number.) | | 05-6008768
(IRS Employer
Identification Number) |
40 Westminster Street, P.O. Box 6687, Providence, Rhode Island 02940-6687
(Address of principal executive offices)
Registrant’s telephone number, including area code:(401) 621-4200
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 Instructions A.2. below):
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On April 27, 2007, Textron Financial Corporation (“Textron Financial”), a wholly owned subsidiary of Textron Inc., amended its Five-Year Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and other lenders. The amendment extends the maturity date from April 2011 to April 2012 and decreases certain fees. Under the amended Credit Agreement, Textron Financial will pay revised quarterly fees that will range from 4.5 basis points to 10 basis points depending on Textron Financial’s ratings by S&P, Moody’s and Fitch (“Textron Financial’s Ratings”). At the current Textron Financial’s Ratings, the fees are 6 basis points. Under the amended Credit Agreement, with respect to LIBOR borrowings, Textron Financial will pay a margin over LIBOR that will range from 13 basis points to 52.5 basis points, depending on Textron Financial’s Ratings. In addition, Textron Financial will pay a utilization fee that will range, depending on Textron Financial’s Ratings, from 2.5 basis points to 12.5 basis points on LIBOR borrowings if the aggregate amount outstanding exceeds 50% of the banks’ total commitment under the Credit Agreement. The amendment also increases the debt to net worth covenant limitation from 8:1 to 9:1. The aggregate amount of committed credit remains unchanged at $1.75 billion.
A conformed copy of the Amendment is attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit | | |
| Number | | Description |
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| 10.1 | | Amendment No. 3, dated as of April 27, 2007, to the Five-Year Credit Agreement, dated as of July 28, 2003, as amended on March 28, 2005 and April 28, 2006, among Textron Financial Corporation, the Banks listed therein and JPMorgan Chase Bank as Administrative Agent. |
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.
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| | TEXTRON FINANCIAL CORPORATION.
(Registrant)
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| Date: April 27, 2007 | | /s/ Thomas J. Cullen | |
| | By: | Thomas J. Cullen | |
| | Title: | Executive Vice President and Chief Financial Officer | |
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EXHIBIT INDEX
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| Exhibit No: | | Description |
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| 10.1 | | Amendment No. 3, dated as of April 27, 2007, to the Five-Year Credit Agreement, dated July 28, 2003, as amended on March 28. 2005 and April 28, 2006, among Textron Financial Corporation, the Banks listed therein and JPMorgan Chase Bank as Administrative Agent. |
