cenveo8k.htm
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): April 24,
2009
CENVEO,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
COLORADO
|
1-12551
|
84-1250533
|
|
(State
of Incorporation)
|
(Commission
|
(IRS
Employer
|
|
|
File
Number)
|
Identification
No.)
|
|
|
|
|
|
ONE
CANTERBURY GREEN
|
|
|
|
201
BROAD STREET
|
|
|
|
STAMFORD,
CT
|
|
06901
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
|
|
|
|
Registrant's
telephone number, including area code: (203) 595−3000
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 (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 April
24, 2009, Cenveo, Inc. (collectively with all its subsidiaries and affiliates,
the “Company”) amended its revolving credit and term loans facility
(collectively with prior amendments the “Amended Credit Facilities”) with the
consent of the lenders thereunder.
As
defined in the Amended Credit Facilities, the Company’s maximum Consolidated
Leverage Ratio, which it must be in pro forma compliance with at all times, has
been increased to 6.25x through March 31, 2010. The maximum permitted
threshold then proceeds to step down to 5.60x for the period April 1, 2010
through June 30, 2010; 5.20x for the period July 1, 2010 through December 31,
2010; 5.00x for the January 1, 2011 through June 30, 2011; and then to 4.75x
from July 1, 2011 through the end of the term of the Amended Credit
Facilities.
The
Company’s minimum Consolidated Interest Coverage Ratio, has been reduced to
1.85x through December
31, 2009. The minimum permitted threshold then proceeds to step up to 2.00x for
the four fiscal
quarters ending March 31, 2010; 2.25x for the remaining fiscal 2010 quarters;
and then 2.50x through the end of the term of the Amended Credit
Facilities.
Additionally,
the definition of Consolidated Adjusted EBITDA used in the two financial
covenant calculations
discussed above has been modified to permit the add back of $50.0 million
aggregate ($25.0 million each in fiscal 2009 and 2010) of cash restructuring,
integration, impairment, and related fees and expenses.
As
conditions to the amendment, the Company agreed to increase the pricing on all
outstanding revolving credit and term loans to include interest at the
three-month London Interbank Offered Rate (LIBOR) plus a spread ranging from
400.0 basis points to 450.0 basis points, based upon the Consolidated Leverage
Ratio. The amendment further modifies the credit agreement by
reducing the revolving credit facility to $172.5 million and increasing to 75.0
basis points the unfunded commitment fee paid to revolving credit lenders;
eliminating the Company’s ability to request a $300.0 million incremental term
loan facility; limiting
new unsecured debt and debt assumed from acquisitions; eliminating the
restricted payments basket while leverage exceeds 4.75x; requiring an annual
budget to be delivered with audited financials; lowering the annual amount that
can be spent on capital expenditures; and increasing mandatory
prepayments. An amendment fee of 50.0 basis points was also paid to
all consenting lenders who approved the amendment to the credit
agreement.
Except as
provided in the amendment, all other provisions of the Company’s revolving
credit and term loan facilities remain in full force and effect. The foregoing
summary of the amendment to the Company’s
revolving credit and term loan facility is qualified in its entirety by the
amendment attached hereto as Exhibit 10.1, which is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit
Number Description
|
10.1
|
Third
amendment to Credit Agreement dated April 24,
2009
|
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.
Date: April
27, 2009
CENVEO, INC.
By: s/ Mark S.
Hiltwein
Mark S. Hiltwein
Chief Financial
Officer
EXHIBIT
INDEX
Exhibit
Number Description
|
10.1
|
Third
Amendment to Credit Agreement dated April 24,
2009
|
4