================================================================================
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): July 26, 2006
----------
NOVELIS INC.
(Exact name of registrant as specified in its charter)
Canada 001-32312 98-0442987
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
3399 Peachtree Road NE, Suite 1500
Atlanta, Georgia 30326
(Address of Principal Executive Offices) (Zip Code)
(404) 814-4200
(Registrant's telephone number, including area code)
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))
================================================================================
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 26, 2006, Novelis Inc. (the "Company") entered into a commitment letter
(the "Commitment Letter") with Citigroup Global Markets Inc. ("Citigroup") for
backstop financing facilities totaling $2.855 billion. The Company previously
reported that it had received a notice of default on July 21, 2006 from the
trustee for its 7-1/4% Senior Notes due 2015 (the "Senior Notes"). This action
resulted from the recent financial restatement and review by the Company and the
Company's subsequent delay in filing its financial statements which created a
breach of certain covenants contained in the indenture governing the Senior
Notes. The notice of default triggers a 60-day period within which the Company
can cure the default by filing the delayed reports. Under the terms of the
Commitment Letter, Citigroup has agreed that, in the event the Company is unable
to cure the default under the Senior Notes within the 60-day cure period,
Citigroup will (a) provide loans in an amount sufficient to repurchase the
Senior Notes, (b) use commercially reasonable efforts to obtain the requisite
approval from the lenders under the Company's existing senior credit facility
for an amendment permitting these additional loans, and (c) in the event that
such lender approval is not obtained, provide to the Company replacement senior
secured credit facilities, in addition to the loans to be used to repay the
Senior Notes.
The Company has agreed to pay Citigroup customary fees and expenses. Citigroup
or its affiliate is administrative agent and collateral agent under the
Company's existing senior secured credit facilities, acted as placement agent
and initial purchaser in connection with the initial issuance of the Senior
Notes, and acted as solicitation agent in connection with the Company's
previously disclosed consent solicitation with respect to the Senior Notes.
The commitments by Citigroup under the Commitment Letter are subject to, among
other things, the negotiation, execution and delivery of definitive
documentation with respect to the new credit facilities and the satisfaction of
other customary conditions precedent for financings of this type.
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.
Date: August 1, 2006 NOVELIS INC.
By: /s/ David Kennedy
-----------------
Name: David Kennedy
Title: Secretary