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): JANUARY 4, 2006
THE BISYS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-31254 13-3532663
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
90 Park Avenue, New York, New York 10016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-907-6000
N/A
(Former name or former address, if changed since last report.)
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.
Effective January 4, 2006, the BISYS Group, Inc. (the "Company") entered into a
Credit Agreement with the lenders party thereto and SunTrust Bank as
Administrative Agent, providing for (i) an interim revolving credit facility in
an aggregate amount of up to $100,000,000 (the "Revolver") and (ii) an interim
term loan in an aggregate amount of up to $300,000,000 (the "Term Loan";
together with the Revolver, the "Interim Facility"). The maturity date of the
Interim Facility is January 2, 2007. The proceeds of the Revolver may be used
for working capital and other corporate purposes. The Term Loan may be drawn on
or before March 14, 2006, provided that the proceeds are used to repay in full
all of the Company's $300 million of 4% convertible notes due March 15, 2006
(the "Convertible Notes").
The Interim Facility will bear interest at (i) a base rate equal to the higher
of (x) SunTrust's prime lending rate or (y) the applicable federal funds rate
plus 0.5% ("ABR"), or (ii) at an applicable margin above the Eurodollar rate.
The amount of the applicable margin will initially be 1.25%, provided that in
the event that the Term Loan is funded the amount of the applicable margin will
change over time as follows: (i) from the funding date of the Term Loan through
May 31, 2006, 2.00%, (ii) from June 1, 2006 through August 31, 2006, 2.50%,
(iii) from September 1, 2006 through November 30, 2006, 3.00% and (iv) from
December 1, 2006 through repayment, 3.50%. The commitment fee on the unborrowed
funds available under the Revolver is 0.25%.
The loans under the Interim Facility will be guaranteed by certain of the
Company's significant subsidiaries. In the event that the Term Loan is funded,
all obligations of the Company and the subsidiary guarantors will become secured
with certain assets of these parties, including the pledge of subsidiary stock.
The Credit Agreement contains various representations, warranties and covenants
generally consistent with the 2004 Credit Agreement (as defined in Item 1.02
below). Financial covenants require the Company to meet certain financial tests
on an on-going basis, including minimum net worth, minimum fixed charge coverage
ratio, and total leverage ratio, based upon its consolidated financial results.
The foregoing summary of the Interim Facility is qualified in its entirety by
reference to the Interim Facility, which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
The Company's press release announcing the execution of the Interim Facility is
attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 1.02. Termination of Material Agreement.
In connection with the execution of the Interim Facility, on January 4, 2006,
the Company terminated its Credit Agreement, dated as of March 31, 2004, among
the Company, the Lenders party thereto, Bank of America, N.A., a successor by
merger to Fleet National Bank, JPMorgan Chase Bank, SunTrust Bank, and Wachovia
Bank, National Association, as Documentation Agents, and The Bank of New York,
as Administrative Agent (as subsequently amended, the "2004 Credit Agreement").
The 2004 Credit Agreement provided for a $150 million unsecured revolving credit
facility available through March 31, 2008. Pursuant to the 2004 Credit
Agreement, the maturity date had been set to accelerate to January 31, 2006 in
the event that the convertible notes were not repaid by such date.
The term loan portion of the 2004 Credit Agreement was repaid in full in
December 2005 and no borrowings were outstanding under such agreement at the
time of termination. The Company did not incur any prepayment penalties in
connection with the termination of the facility.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K is
hereby incorporated by reference.
2
ITEM 9. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
10.1 Credit Agreement dated as of January 3, 2006, by and among
The BISYS Group, Inc., the lenders party thereto and
SunTrust Bank, as Administrative Agent.
99.1 Press Release of The BISYS Group, Inc. dated January 6,
2006
3
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.
THE BISYS GROUP, INC.
Date: January 6, 2006 By: /s/ Edward S. Forman
------------------------------------
Edward S. Forman
Senior Vice President, Acting
General Counsel and Secretary
4
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
10.1 Credit Agreement dated as of January 3, 2006, by and among
The BISYS Group, Inc., the lenders party thereto and
SunTrust Bank, as Administrative Agent.
99.1 Press Release dated January 6, 2006.
5