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 (1)
Date of Report (Date of earliest event reported): April 29, 2010
ALLBRITTON COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
Commission file number: 333-02302
| | |
| Delaware | | 74-1803105 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification no.) |
1000 Wilson Boulevard
Suite 2700
Arlington, VA 22209
(Address of principal executive offices, including zip code)
(703) 647-8700
(Registrant’s telephone number, including area code)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14k-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)) |
| (1) | Pursuant to Section 15(d) of the Securities Exchange Act of 1934, the Company’s duty to file reports is automatically suspended as a result of having fewer than 300 holders of record of each class of its debt securities outstanding as of October 1, 2009, but the Company agreed under the terms of certain long-term debt to continue these filings in the future. |
| Item 1.01 | Entry into a Material Definitive Agreement |
On April 29, 2010, Allbritton Communications Company (the “Company”) executed an amendment to its Credit Agreement with Bank of America, N.A., as Administrative Agent, and Deutsche Bank Securities Inc., as Syndication Agent, dated as of August 23, 2005.
The amendment served, among other things, to: (i) permit the Company to complete its offering of $455,000,000 aggregate principal amount of 8% Senior Notes due 2018; (ii) provide additional collateral under the credit agreement; (iii) extend the maturity date under the credit agreement to April 29, 2013; and (iv) reduce the total commitment under the credit facility from $65,000,000 to $60,000,000.
The description of the amendment in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the amendment documents, which are filed as Exhibits 4.1, 4.2 and 4.3 and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibit
| | |
| 4.1 | | Amendment No. 3 to Credit Agreement and Amendment No. 2 to Collateral Assignment dated as of April 29, 2010 among the Company, its subsidiaries, the banks, financial institutions and other institutional lenders, Bank of America, N.A., as Administrative Agent, and Deutsche Bank Securities Inc., as Syndication Agent. |
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| 4.2 | | Security Agreement dated as of April 29, 2010 made by the Company and its subsidiaries to Bank of America, N.A., as Agent. |
| |
| 4.3 | | Intellectual Property Security Agreement dated April 29, 2010 made by the Company and its subsidiaries to Bank of America, N.A., as 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 thereunto duly authorized.
| | | | |
| | ALLBRITTON COMMUNICATIONS COMPANY |
| | (Registrant) |
| | |
| May 3, 2010 | | | | /S/ STEPHEN P. GIBSON |
| Date | | Name: | | Stephen P. Gibson |
| | Title: | | Senior Vice President and Chief Financial Officer |
