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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 17, 2005
ACCO BRANDS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 001-08454 36-2704017
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
300 Tower Parkway
Lincolnshire, Illinois 60069
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (847) 484-4800
Not Applicable
(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:
[ ] 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)) Section 1 - Registrant's Business and
Operations
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Section 1 - Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
Entry into Credit Agreement,
Supplemental Indenture and Joinder Agreement
Credit Agreement
On August 17, 2005, ACCO Brands Corporation, a Delaware corporation
formerly named ACCO World Corporation ("ACCO"), and its wholly-owned
subsidiaries ACCO Brands Europe Ltd. ("ACCO Europe") and Furlon Holding B.V.
(to be renamed ACCO Nederland Holdings B.V.) ("ACCO Netherlands," and,
together with ACCO and ACCO Europe, the "Borrowers"), entered into a credit
agreement, dated as of August 17, 2005 (the "Credit Agreement"), governing
senior secured credit facilities with Citicorp North America, Inc., ABN AMRO
Bank, N.V. and a syndicate of lenders (the "Lenders").
The senior secured credit facilities provide for the following
facilities:
o a $400.0 million U.S. term loan facility;
o a $130.0 million dollar revolving credit facility (including a $40.0
million letter of credit sublimit and a provision for loans, referred
to as swing-line loans, that may be requested on an expedited basis in
a maximum aggregate amount of $30.0 million);
o a (pound)63.6 million sterling term loan facility;
o a (euro)68.2 million euro term loan facility; and
o a $20.0 million dollar equivalent euro revolving credit facility.
ACCO is the borrower under the U.S. term loan facility and the dollar
revolving credit facility, ACCO Europe is the borrower under the sterling term
loan facility and the dollar equivalent euro revolving credit facility and
ACCO Netherlands is the borrower under the euro term loan facility. Each of
the term loan facilities was fully drawn on August 17, 2005. No amounts were
borrowed initially, and $4.9 million undrawn face amount of letters of credit
was outstanding, under the revolving facilities on August 17, 2005.
Each borrower is entitled to make borrowings at an interest rate based on
(1) in the case of ACCO only, the base rate (which means the higher of (i) the
Citibank, N.A., base rate and (ii) the Federal Funds effective rate plus 1/2
of 1%) or (2) the applicable eurocurrency rate plus, in each case, an
applicable margin. Until the end of the fiscal quarter ending on March 31,
2006 and after the delivery by ACCO to the lenders of its financial statements
for such fiscal quarter, (i) the applicable margin for term loans to ACCO
equals 0.75% with respect to base rate loans and 1.75% with respect to
eurocurrency rate loans, (ii) the applicable margin for dollar revolving loans
which are base rate loans equals 1.00% and (iii) the applicable margin for
eurocurrency borrowings under sterling and euro term loans and each revolving
credit facility equals 2.00%. At the end of the fiscal quarter ending on March
31, 2006 and after the delivery by ACCO to the lenders of its financial
statements for such fiscal quarter, the applicable margins will be determined
as specified in pricing grids based on the then applicable leverage ratio.
Each borrower may elect interest periods of 1, 2, 3 or 6 months (or, if agreed
to by all of the lenders, 9 or 12 months) for eurocurrency borrowings.
Interest on the loans is calculated on the basis of actual days elapsed in a
year of 360 days (or 365 or 366 days, as the case may be, in the case of base
rate loans and sterling term loans). Interest is payable in arrears (a) for
loans accruing interest at a rate based on the applicable eurocurrency rate,
at the end of each interest period (or every three months for interest periods
greater than three months) and on the applicable maturity date and (b) for
loans accruing interest based on the base rate, quarterly in arrears and on
the applicable maturity date. ACCO is also required to pay certain fees and
expenses in connection with the senior secured credit facilities.
The term loan to ACCO matures on August 17, 2012, and amortizes in
quarterly installments over such period commencing on December 31, 2005 with
the balance due at maturity. The term loans to ACCO Europe and ACCO
Netherlands mature on August 17, 2010, and amortize in quarterly installments
over such period commencing December 31, 2005 with the balance due on
maturity. Each revolving credit facility terminates on August 17, 2010 with
the balance due on such date.
The senior secured credit facilities are guaranteed by substantially all
of the domestic subsidiaries of ACCO (the "U.S. guarantors") and secured by
(A) a perfected first priority lien, subject to permitted liens, on all of the
capital stock and intercompany notes held by each U.S. guarantor, except that
with respect to the capital stock of non-U.S. subsidiaries held by ACCO or any
U.S. guarantor, the lien securing the loans and letters of credit to ACCO (but
not the loans to ACCO Europe and ACCO Netherlands) are limited to 65% of the
voting stock of such non-U.S. subsidiaries and (B) a perfected first priority
lien, subject to permitted liens, on all of the material tangible and
intangible properties and assets (including all contract rights, real property
interests, trademarks, trade names, equipment and proceeds of the foregoing)
of ACCO and each U.S. guarantor, subject to certain exceptions.
In addition, the loans to ACCO Europe and ACCO Netherlands are guaranteed
(subject to U.K. pension-related limitations and local law limitations) by
certain foreign subsidiaries of ACCO (the "foreign guarantors") and are
secured, subject to the same limitations, by liens in the material property,
plant and equipment and current assets and certain other assets of the foreign
borrowers and foreign guarantors, subject to specified exceptions.
Optional prepayments of borrowings under the senior secured credit
facilities and optional reductions of the unutilized portion of the revolving
credit facilities are permitted without premium or penalty at any time,
subject to, among other things, reimbursement of the lenders' redeployment
costs, if any, in the case of a prepayment of eurocurrency borrowings. In
certain instances (such as upon certain asset sales, insurance and
condemnation or eminent domain events, issuances of debt or equity and the
generation of excess cash flow), subject to specified exceptions, prepayments
are mandatory.
Under the terms of the senior secured credit facilities, ACCO is required
to meet specified financial tests, including a maximum ratio of total
indebtedness to trailing four quarter EBITDA, and a minimum ratio of trailing
four quarter EBITDA to cash interest expense, each as defined in the credit
agreement. In addition, the credit agreement contains covenants that apply to
the borrowers and their respective subsidiaries and, among other things,
o limit the incurrence of additional indebtedness, liens, capital
expenditures, loans and investments;
o limit the ability of the borrowers and their respective subsidiaries
to take action with respect to dividends, redemptions and repurchases
with respect to capital stock;
o place limitations on prepayments, redemptions and repurchases of debt;
o limit the borrowers' and their respective subsidiaries' ability to
enter into mergers, consolidations, acquisitions, asset dispositions
and sale/leaseback transactions and transactions with affiliates; and
o restrict changes in business, amendments of debt, organizational
documents and other material agreements, and place restrictions on
distributions from subsidiaries, the issuance and sale of capital
stock of subsidiaries and other matters customarily restricted in
senior secured loan agreements.
The senior secured credit facilities also contain customary
representations and warranties and affirmative covenants.
The senior secured credit facilities contain customary events of default,
including payment defaults, breach of representations and warranties, covenant
defaults, cross-defaults and cross-accelerations, certain bankruptcy or
insolvency events, judgment defaults, specified ERISA-related events, changes
in control or ownership, and invalidity of any collateral or guarantee
document or other specified types of document relating to the borrowings under
the credit agreement.
The foregoing description is qualified in its entirety by reference to
the Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated
herein by reference.
Supplemental Indenture
On August 17, 2005, ACCO entered into a Supplemental Indenture (the
"Supplemental Indenture"), dated as of August 17, 2005, among ACCO, the
subsidiaries of ACCO signatory thereto (the "Guarantors") and Wachovia Bank,
National Association ("Wachovia"), as trustee, whereby ACCO and the Guarantors
became parties to the Indenture, dated as of August 5, 2005 (the "Indenture"),
between ACCO Finance I, Inc. ("Finance") and Wachovia, as trustee, ACCO
assumed the obligations of Finance under the 7 5/8% Senior Subordinated Notes
due 2015 issued by Finance on August 5, 2005 (the "Notes") under the Indenture
and the Guarantors guaranteed the Notes. A description of the material terms
of the Indenture is set forth in Item 1.01 of ACCO's Current Report on Form
8-K dated August 3, 2005 (filed August 8, 2005) under the heading "Financing
Arrangements" and incorporated herein by reference.
The foregoing description is qualified in its entirety by reference to
the Supplemental Indenture, which is filed as Exhibit 4.1 hereto and
incorporated herein by reference.
Joinder Agreement
On August 17, 2005, ACCO and the Guarantors entered into a Joinder
Agreement, dated as of August 17, 2005 (the "Joinder Agreement"), with
Citigroup Global Markets Inc. and Goldman, Sachs & Co., as representatives of
the Initial Purchasers (as defined below), pursuant to which ACCO and the
Guarantors became party to the Registration Rights Agreement (the
"Registration Rights Agreement"), dated as of August 5, 2005, among Citigroup
Global Markets Inc., Goldman, Sachs & Co., ABN AMRO Incorporated, Harris
Nesbitt Corp., NatCity Investments, Inc. and Piper Jaffray & Co. (the "Initial
Purchasers"), ACCO and Finance. A description of the material terms of the
Registration Rights Agreement is set forth in Item 1.01 of ACCO's Current
Report on Form 8-K dated August 3, 2005 (filed August 8, 2005) and
incorporated herein by reference.
The foregoing description is qualified in its entirety by reference to
the Joinder Agreement, which is filed as Exhibit 4.2 hereto and incorporated
herein by reference.
Information Regarding Parties to the Credit Agreement,
the Supplemental Indenture and the Joinder Agreement
Certain of the Lenders or their affiliates have in the past engaged, and
may in the future engage, in transactions with and perform services (including
commercial banking, financial advisory and investment banking services) for
ACCO and its affiliates in the ordinary course of business, for which they
have received or will receive customary fees and reimbursement of expenses.
Affiliates of Citigroup Global Markets Inc., Goldman, Sachs & Co., ABN AMRO
Incorporated, and Harris Nesbitt Corp. have acted as agents and lenders, and
each of the other Initial Purchases (excluding Piper Jaffray & Co.) or their
affiliates have acted as lenders under the Credit Agreement and, in each case,
have received customary fees in connection therewith. Citigroup Global Markets
Inc. provided advisory services to ACCO, and Goldman, Sachs & Co. provided
advisory services to General Binding Corporation, a Delaware corporation
("GBC"), in connection with the August 17, 2005 merger of a wholly-owned
subsidiary of ACCO with and into GBC (the "Merger"), and each upon
consummation of the Merger received a customary financial advisory fee for
such services. Certain of the Lenders or their affiliates were lenders under
GBC's former credit facility, borrowings under which were repaid in connection
with the Merger using proceeds from the issuance of the Notes and from
borrowings under the Credit Agreement.
Wachovia is serving as Trustee and is a lender under the Credit Agreement
and, in each such capacity, has received customary fees in connection
therewith. Wachovia had served as trustee under the indenture governing GBC's
senior subordinated notes that were discharged in connection with the Merger
and received customary fees in connection therewith.
Section 2 - Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K
under the heading "Entry into Credit Agreement, Supplemental Indenture and
Joinder Agreement--Credit Agreement" is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
4.1 Supplemental Indenture, dated as of August 17, 2005, among
ACCO Brands Corporation, the Guarantors signatory thereto and
Wachovia Bank, National Association, as Trustee.
4.2 Joinder Agreement, dated as of August 17, 2005, among ACCO
Brands Corporation, the Guarantors signatory thereto and
Citigroup Global Markets Inc. and Goldman, Sachs & Co., as
representatives of the Initial Purchasers.
10.1 Credit Agreement, dated as of August 17, 2005, by and among
ACCO Brands Corporation, ACCO Brands Europe Ltd., Furlon
Holding B.V. (to be renamed ACCO Nederland Holdings B.V.) and
the lenders and issuers party hereto, Citicorp North America,
Inc., as Administrative Agent, and ABN AMRO Bank, N.V., as
Syndication Agent.
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.
ACCO BRANDS CORPORATION
(Registrant)
By: /s/ Steven Rubin
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Name: Steven Rubin
Title: Secretary
Date: August 22, 2005
EXHIBIT INDEX
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Exhibit Number Description
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4.1 Supplemental Indenture, dated as of August 17, 2005, among
ACCO Brands Corporation, the Guarantors signatory thereto
and Wachovia Bank, National Association, as Trustee.
4.2 Joinder Agreement, dated as of August 17, 2005, among ACCO
Brands Corporation, the Guarantors signatory thereto and
Citigroup Global Markets Inc. and Goldman, Sachs & Co., as
representatives of the Initial Purchasers.
10.1 Credit Agreement, dated as of August 17, 2005, by and
among ACCO Brands Corporation, ACCO Brands Europe Ltd.,
Furlon Holding B.V. (to be renamed ACCO Nederland Holdings
B.V.) and the lenders and issuers party hereto, Citicorp
North America, Inc., as Administrative Agent, and ABN AMRO
Bank, N.V., as Syndication Agent.