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): August 11, 2003
ACCURIDE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware | | 333-50239 | | 61-1109077 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | |
7140 Office Circle, Evansville, IN | | | | 47715 |
(Address of Principal Executive Offices) | | | | (Zip Code) |
| | | | |
Registrant’s telephone number, including area code (812) 962-5000 |
| | | | | | | | |
Item 5. Other Events
On June 13, 2003, Accuride Corporation completed an amendment and restatement of its senior credit facility. As part of the amendment, the company refinanced certain existing bank facilities with significant near-term amortization requirements. Citigroup Global Markets Inc. and Lehman Brothers Inc. jointly arranged for the company a new three-year $66 million revolving credit facility (“New Revolving Credit Facility”) and a new four-year $180 million 2nd lien term loan facility (“New Term Loan B”). The proceeds of the new facilities were used to refinance the existing revolving credit facility (“Existing Revolving Credit Facility”), term loan A (“Term Loan A”) and term loan B (“Term Loan B”). As part of this amendment, the existing term loan C (“Term Loan C”) remained outstanding. In addition, the company’s financial covenants were adjusted to provide greater flexibility.
Summary of Key Terms:
Sources and Uses:
Sources | | | | Uses | | | |
Cash | | $ | 12.2 | | Existing Revolving Credit Facility | | $ | 80.0 | |
New Revolving Credit Facility | | 25.0 | | Term Loan A | | 55.4 | |
Term Loan A | | 0.0 | | Term Loan B | | 69.3 | |
Term Loan B | | 0.0 | | Accrued Interest | | 1.5 | |
New Term Loan B | | 180.0 | | Transaction Costs | | 11.0 | |
Total Sources | | $ | 217.2 | | Total Uses | | $ | 217.2 | |
• Price - The New Revolving Credit Facility and Term Loan C are priced at LIBOR plus 400 basis points with grid-based pricing improvements based on decreases in the company’s leverage ratio. The New Term Loan B is priced at LIBOR plus 625 basis points (LIBOR floor is 2.00%).
• Maturities - The maturities for the senior credit facility are as follows:
$ Millions | | 2003 | | 2004 | | 2005 | | 2006 | | 2007 | | Thereafter | | Total | |
New Revolving Credit Facility | | $ | — | | $ | — | | $ | — | | $ | 25.0 | | $ | — | | $ | — | | $ | 25.0 | |
New Term Loan B | | — | | 0.9 | | 0.9 | | 0.9 | | 177.3 | | — | | 180.0 | |
Term Loan C | | — | | 1.0 | | 1.0 | | 47.0 | | 47.0 | | — | | 96.0 | |
| | | | | | | | | | | | | | | | | | | | | | |
• Covenants - The financial covenants include a Leverage Ratio, an Interest Coverage Ratio and a Fixed Charge Coverage Ratio, as defined in the credit agreement. The maximum and minimum ratios for these covenants are the following:
2
Leverage Ratio
Measurement Period Ending | | Ratio | |
June 30, 2003 | | 7.50:1 | |
September 30, 2003 | | 7.50:1 | |
December 31, 2003 | | 7.50:1 | |
March 31, 2004 | | 7.50:1 | |
June 30, 2004 | | 7.50:1 | |
September 30, 2004 | | 6.75:1 | |
December 31, 2004 | | 6.00:1 | |
March 31, 2005 | | 6.00:1 | |
June 30, 2005 | | 6.00:1 | |
September 30, 2005 | | 5.50:1 | |
December 31, 2005 | | 5.00:1 | |
March 31, 2006 | | 5.00:1 | |
June 30, 2006 | | 5.00:1 | |
September 30, 2006 | | 4.50:1 | |
December 31, 2006 and thereafter | | 4.00:1 | |
Interest Coverage Ratio
Measurement Period Ending | | Ratio | |
June 30, 2003 | | 1.50:1 | |
September 30, 2003 | | 1.50:1 | |
December 31, 2003 | | 1.50:1 | |
March 31, 2004 | | 1.50:1 | |
June 30, 2004 | | 1.50:1 | |
September 30, 2004 | | 1.55:1 | |
December 31, 2004 | | 1.60:1 | |
March 31, 2005 | | 1.60:1 | |
June 30, 2005 | | 1.60:1 | |
September 30, 2005 | | 1.675:1 | |
December 31, 2005 | | 1.75:1 | |
March 31, 2006 | | 1.75:1 | |
June 30, 2006 | | 1.75:1 | |
September 30, 2006 | | 1.95:1 | |
December 31, 2006 and thereafter | | 2.15:1 | |
Fixed Charge Coverage Ratio
Measurement Period Ending | | Ratio | |
June 30, 2003 | | 1.00:1 | |
September 30, 2003 | | 1.00:1 | |
December 31, 2003 | | 1.00:1 | |
March 31, 2004 | | 1.00:1 | |
June 30, 2004 | | 1.00:1 | |
September 30, 2004 | | 1.01:1 | |
December 31, 2004 | | 1.02:1 | |
March 31, 2005 | | 1.02:1 | |
June 30, 2005 | | 1.02:1 | |
September 30, 2005 | | 1.06:1 | |
December 31, 2005 and thereafter | | 1.10:1 | |
3
• Collateral - The senior credit facilities are secured by (i) a second priority lien on substantially all of our US and Canadian properties and assets to secure the New Term Loan B, (ii) a first priority lien on our properties and assets securing the New Revolving Credit Facility and Term Loan C, (iii) a pledge of 65% of the stock of our Mexican subsidiary.
The Third Amended and Restated Credit Agreement, dated June 13, 2003 is filed as Exhibit 99.1 to this Current Report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Third Amended and Restated Credit Agreement, dated June 13, 2003.
4
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.
| | | ACCURIDE COPORATION |
| | | | | |
Date: | August 11, 2003 | | | | By: | /s/ John R. Murphy | |
| | | | | John R. Murphy |
| | | | | Executive Vice President-Finance |
| | | | | and Chief Financial Officer |
5
