8-KThe WireStrategic
Material Agreement
Filed Oct 19, 2018 · 7y ago · Accession 0000930413-18-003103
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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):
October 17, 2018
CURTISS WRIGHT
CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
1-134
13-0612970
State or Other
Jurisdiction of
Incorporation or
Organization
Commission File
Number
IRS Employer
Identification No.
130 Harbour Place Drive, Suite 300
Davidson, North Carolina
28036
Address of Principal Executive Offices
Zip Code
Registrant’s telephone number, including area
code: (704) 869-4600
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):
o Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (17 CFR 240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. o
Section 1 – Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
Amendment to Credit Agreement
On October 17, 2018, Curtiss-Wright Corporation (the “Company” )
entered into a Fourth Amended and Restated Credit Agreement (the “Amended and Restated Agreement” ), among the
Company, and Certain Subsidiaries as Borrowers; the Lenders party thereto; Bank of America N.A., as Administrative Agent, Swingline
Lender, and L/C Issuer; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., and Wells Fargo
Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners; JPMorgan Chase Bank, N.A., and Wells Fargo, N.A., as Syndication
Agents; and Citizens Bank, N.A., as Documentation Agents.
The Amended and Restated Agreement amends the
Company’s $500 Million five-year credit facility under the Credit Agreement dated as of August 10, 2007, by extending
the maturity date of the facility from November 2019 to October 2023, maintaining the credit facility of $500 Million but
increasing the accordion feature from $100 Million to $200 Million, offering an expanded credit limit up to $700 Million. The
Amended and Restated Credit Agreement eliminates one covenant, and otherwise provides for similar financial and debt
covenants that are no more restrictive than those in the prior Credit Agreement. The Company plans to use the credit line for
working capital purposes, internal growth initiatives, funding of possible future acquisitions and other general corporate
purposes.
The foregoing description of the Amended and Restated Agreement
does not purport to be complete. For an understanding of the terms and provisions, reference should be made to the Amended and
Restated Agreement, attached as Exhibit 10.1 to this Report.
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Section 9 – Financial Statements and Exhibits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 — Fourth Amended and Restated Credit Agreement
dated as of October 17, 2018 among the Company and Certain Subsidiaries as Borrowers; the Lenders party thereto; Bank of America
N.A., as Administrative Agent, Swingline Lender, and L/C Issuer; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan
Chase Bank, N.A., and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners; JPMorgan Chase Bank, N.A., and
Wells Fargo, N.A., as Syndication Agents; and Citizens Bank, N.A., as Documentation Agents
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CURTISS WRIGHT CORPORATION
By:
/s/ Glenn E. Tynan
Glenn E. Tynan
Vice-President and
Chief Financial Officer
Date: October 17, 2018
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EXHIBIT INDEX
Exhibit
Number
Description
10.1
Fourth Amended and Restated Credit Agreement, dated October 17, 2018 among the Company and Certain Subsidiaries as Borrowers; the Lenders party thereto; Bank of America N.A., as Administrative Agent, Swingline Lender, and L/C Issuer; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners; JPMorgan Chase Bank, N.A., and Wells Fargo, N.A., as Syndication Agents; and Citizens Bank, N.A., as Documentation Agents
4
Filing details
- Company
- CURTISS WRIGHT CORP
- Ticker
- CW
- CIK
- 26324
- Form type
- 8-K
- Filing date
- Oct 19, 2018
- Report date
- Oct 17, 2018
- Document
- c92193_8k.htm
- Size
- 2.3 MB