UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
December 9, 2005 (December 8, 2005)
M & F WORLDWIDE CORP.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
001-13780 02-0423416
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(Commission File Number) (IRS Employer
Identification No.)
35 East 62nd Street, New York, New York 10021
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(Address of Principal Executive Offices) (Zip Code)
212-572-8600
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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.
CREDIT AGREEMENT
On December 8, 2005, a subsidiary of M&F Worldwide Corp. ("M&F"),
Mafco Worldwide Corporation (the "Borrower"), entered into a credit agreement
governing its $125.0 million senior secured credit facility with Bear Stearns
Corporate Lending Inc., as syndication agent, JPMorgan Chase Bank, N.A., as
administrative agent, and Natexis Banques Populaires and National City Bank, as
co-documentation agents. The new credit facility replaced the Borrower's
previously existing senior secured credit facility. The new credit facility
consists of a $110.0 million term loan which was drawn at closing and matures in
six years and a five year $15.0 million revolving credit facility.
The indebtedness under the credit facility is guaranteed by the
Borrower's domestic subsidiaries and its parent corporation, Flavors Holdings
Inc. (collectively, the "Guarantors"). The Borrower's obligations under the
credit facility and the guarantees of the Guarantors are secured by a
first-priority security interest in substantially all of the Borrower's and
Guarantors' assets. Borrowings under the credit facility bear interest, at the
Borrower's option, at either an adjusted Eurodollar rate plus an applicable
margin of 2.00% in the case of revolving loans or 2.25% in the case of term
loans, or an alternative base rate, plus an applicable margin of 1.00% in the
case of revolving loans or 1.25% in the case of term loans.
The credit facility contains affirmative and negative covenants
customary for such financings. The credit facility also requires the Borrower to
maintain a minimum ratio of total consolidated EBITDA less capital expenditures
to consolidated interest expense and a maximum ratio of consolidated total debt
outstanding to consolidated EBITDA as of the last day of each fiscal quarter
commencing with the fiscal quarter ending March 31, 2006.
The credit facility contains events of default customary for such
financings, including but not limited to nonpayment of principal, interest, fees
or other amounts when due; violation of covenants; failure of any representation
or warranty to be true in all material respects when made or deemed made; cross
default and cross acceleration to certain indebtedness; certain ERISA events;
change of control; dissolution, insolvency and bankruptcy events; material
judgments; actual or asserted invalidity of the guarantees or security
documents; and violation of limitations on the activities of Flavors Holdings
Inc. and Mafco Shanghai Corporation, a subsidiary of the Borrower. Some of these
events of default allow for grace periods and materiality concepts.
JPMorgan Chase Bank, N.A. and Bear Stearns Corporate Lending Inc.
and their respective affiliates have performed investment banking, financial
advisory, lending and/or commercial banking services for the Borrowers and their
affiliates from time to time, for which they have received customary
compensation, and may do so in the future.
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PURCHASE AGREEMENT
On December 8, 2005, CA Investment Corp. ("CAIC"), a wholly-owned
subsidiary of the registrant formed to acquire the business of Clarke American,
entered into a Purchase Agreement (the "Purchase Agreement") with certain
initial purchasers relating to the offering of $175,000,000 aggregate principal
amount of 11.75% Senior Notes due 2013 (the "Notes"). The sale of the Notes is
expected to close on December 15, 2005. The Purchase Agreement contains
provisions, including representations and warranties, conditions precedent, and
indemnification, that are customary for transactions of this type. The Notes
will not be registered under the Securities Act of 1933 and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration requirements. This announcement is being made solely for purposes
of the registrant's compliance with the applicable requirements of Form 8-K and
Regulation FD and does not constitute an offer to sell or a solicitation of
offers to buy the Notes.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information under "New Credit Facilities" under Item 1.01 above is
hereby deemed filed under Item 2.03 as well.
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SIGNATURE
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.
M & F WORLDWIDE CORP.
By: /s/ Barry F. Schwartz
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Name: Barry F. Schwartz
Title: Executive Vice President and
General Counsel
Date: December 9, 2005
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