========================================================================
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): June 27, 2005
GIANT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-10398 86-0642718
(State of jurisdiction of (Commission File) (IRS Employer
incorporation) Number) Identification No.
23733 North Scottsdale Road
Scottsdale, Arizona 85255
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(480) 585-8888
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 Instruction A.2. below):
[ ] 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 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))
========================================================================
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 27, 2005, we entered into a Fourth Amended and Restated Credit
Agreement (the "Credit Facility") with Bank of America, N.A., as
Administrative Agent, Swing Line Lender and as Issuing Bank, and a group of
banks as Lenders. The Credit Facility is a $175,000,000 revolving credit
facility and is for, among other things, working capital, acquisitions, and
other general corporate purposes.
The interest rate applicable to the Credit Facility is based on
various short-term indices. At inception, this rate was approximately
5.135% per annum. We are required to pay a quarterly commitment fee of
between .25% and .50% of the unused amount of the facility depending on our
ratio of total debt to EBITDA (as defined in the Credit Facility).
Under the new Credit Facility, our existing borrowing costs are
reduced, certain of the covenants have been eased, and the term was
extended to 2010. The availability of funds under this facility is the
lesser of (i) $175,000,000, or (ii) the amount determined under a borrowing
base calculation tied to eligible accounts receivable and inventories. We
also have options to increase the size of the facility to up to
$250,000,000.
The obligations under the Credit Facility are guaranteed by each of
our principal subsidiaries and secured by a security interest in our
personal property, including:
- accounts receivable;
- inventory;
- contracts;
- chattel paper;
- trademarks;
- copyrights;
- patents;
- license rights;
- deposits; and
- investment accounts and general intangibles.
The Credit Facility contains negative covenants limiting, among other
things, our ability to:
- incur additional indebtedness;
- create liens;
- dispose of assets;
- consolidate or merge;
- make loans and investments;
- enter into transactions with affiliates;
- use loan proceeds for certain purposes;
- guarantee obligations and incur contingent obligations;
- enter into agreements restricting the ability of subsidiaries to pay
dividends to us;
- make distributions or stock repurchases;
- make significant changes in accounting practices or change our
fiscal year; and
- prepay or modify subordinated indebtedness.
The Credit Facility also requires us to meet certain financial
covenants, including maintaining a minimum consolidated net worth, a
minimum consolidated interest coverage ratio, and a maximum consolidated
funded indebtedness to total capitalization percentage.
Our failure to satisfy any of the covenants in the Credit Facility is
an event of default under the Credit Facility. The Credit Facility also
includes other customary events of default, including, among other things,
a cross-default to our other material indebtedness and certain changes of
control.
The foregoing description of the material terms of the Credit Facility
does not purport to be complete and is qualified in its entirety by
reference to the Credit Facility, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
On June 30, 2005, Giant issued a press release with respect to the
Agreement. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Fourth Amended and Restated Credit Agreement, dated as of
June 27, 2005, among Giant Industries, Inc., as the
Borrower, Bank of America, N.A., as Administrative Agent,
Swing Line Lender and as Issuing Bank, and the Lenders
parties thereto.
99.1 Press Release, dated June 30, 2005.
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.
By: /s/ MARK B. COX
-------------------------------------------
Mark B. Cox
Executive Vice President and Chief
Financial Officer (Principal Financial Officer)
Date: July 1, 2005
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- ---------------------------------------------------------
10.1 Fourth Amended and Restated Credit Agreement, dated as of
June 27, 2005, among Giant Industries, Inc., as the
Borrower, Bank of America, N.A., as Administrative Agent,
Swing Line Lender and as Issuing Bank, and the Lenders
parties thereto.
99.1 Press Release of Giant Industries, Inc. dated June 30, 2005