r8k63008.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): June
20,
2008
HNI
Corporation
(Exact
name of registrant as specified in its charter)
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Iowa
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1-14225
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42-0617510
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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408 East Second Street, P.O.
Box 1109, Muscatine, Iowa 52761-0071
(Address
of principal executive
offices)
(Zip Code)
Registrant�s
telephone number, including area code: (563)
272-7400
N/A
(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.):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
1 Registrant's
Business and Operations
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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Fourth Amendment to Credit
Agreement
On
June 20, 2008, HNI Corporation (the "Corporation" or "HNI"), as borrower,
certain domestic subsidiaries of the Corporation, as guarantors (the
"Guarantors"), certain lenders (the "Lenders") and Wachovia Bank, National
Association, as administrative agent for the Lenders ("Wachovia"), entered into
a Fourth Amendment to Credit Agreement (the "Fourth Amendment"). The
Fourth Amendment amends the Credit Agreement, dated as of January 28, 2005,
by and among the Corporation, the Guarantors, the Lenders and Wachovia (the
"Credit Agreement"), a copy of which was previously filed as Exhibit 10.1
to the Corporation�s Current Report on Form 8-K filed February 2,
2005. The Credit Agreement was previously amended by the First
Amendment to Credit Agreement, dated as of December 22, 2005, by and among
the Corporation, the Guarantors, the Lenders and Wachovia, a copy of which was
previously filed as Exhibit 99.1 to the Corporation's Current Report on
Form 8-K filed February 17, 2006; by the Second Amendment to Credit
Agreement, dated as of April 5, 2006, by and among the Corporation, the
Guarantors, the Lenders and Wachovia, a copy of which was previously filed as
Exhibit 10.1 to the Corporation's Current Report on Form 8-K filed April 10,
2006; and by the Third Amendment to Credit Agreement, dated as of November 8,
2006, by and among the Corporation, the Guarantors, the Lenders and Wachovia, a
copy of which was previously filed as Exhibit 10.1 to the Corporation's Current
Report on Form 8-K filed November 8, 2006.
The
Fourth Amendment provides for certain changes to the covenants in the Credit
Agreement to permit the Corporation's entry into the Term Loan Agreement (as
defined below). All other terms and conditions of the Credit Agreement
remain unchanged.
Certain
of the Lenders party to the Fourth Amendment, and their respective affiliates,
have performed, and may in the future perform for the Corporation and
its subsidiaries, various commercial banking, investment banking, underwriting
and other financial advisory services, for which they have received, and will
receive, customary fees and expenses.
The
foregoing description of the Fourth Amendment and related matters is qualified
in its entirety by reference to the Fourth Amendment, which is filed as
Exhibit 10.1 hereto and incorporated herein by reference.
Term Loan
Agreement
On June
30, 2008, HNI, as borrower, certain domestic subsidiaries of HNI, as guarantors,
certain lenders (the "Term Loan Lenders") and Wachovia, as administrative agent
for the Term Loan Lenders (in such capacity, the "Administration Agent"),
entered into a Credit Agreement (the "Term Loan Agreement").
The Term
Loan Agreement provides for one-time borrowing of $50,000,000 in the
form of a term loan (the "Term Loan"). The Term Loan may not be repaid and
reborrowed and must be fully repaid by June 30, 2011, unless extended pursuant
to the terms of the Term Loan Agreement. The outstanding principal
amount of the Term Loan will amortize in quarterly installments based on the
following annual percentages: 10% in the first year; 10% in the
second year; and 80% in the third and final year.
The Term
Loan will bear interest, payable quarterly or, if earlier, at the end of any
interest period, at either (a) the alternate base rate, described in the Term
Loan Agreement as the higher of the annual rate of Wachovia's prime rate or the
federal funds rate plus 0.5%, or (b) LIBOR (a publicly published
rate), plus in either case a percentage spread (ranging from 0.5% to 2.0%)
based on HNI's consolidated leverage ratio. HNI has agreed to pay
customary administrative agent fees.
The Term
Loan Agreement contains customary affirmative and negative covenants for credit
facilities of this type, including limitations on HNI's subsidiaries with
respect to indebtedness and limitations on HNI and its subsidiaries with respect
to liens, nature of business, investments and loans, distributions,
acquisitions, dispositions of assets, sale-leaseback transactions and
transactions with affiliates. The covenants permit HNI to use proceeds of
the Term Loan for refinancing certain other indebtedness, to pay fees and
expenses in connection therewith and to provide for the working capital and
general corporate requirements of HNI, including acquisitions, payment of
dividends and stock repurchases to the extent permitted under the Term Loan
Agreement. The Term Loan Agreement also contains financial covenants
that require HNI to maintain, on a consolidated basis, a leverage ratio of less
than or equal to 3.00 to 1.00 and an interest coverage ratio of greater than or
equal to 4.00 to 1.00.
The Term
Loan Agreement provides for customary events of default with corresponding grace
periods, including failure to pay any principal or interest when due, failure to
comply with covenants, any representation or warranty made by HNI proving to be
incorrect, false or misleading in any material respect, defaults under other
indebtedness of HNI or its subsidiaries of at least $30,000,000, a change in
control of HNI (as defined in the Term Loan Agreement) and certain insolvency or
receivership events affecting HNI or its significant subsidiaries. In the
event of a default by HNI, the Administrative Agent may, or at the request and
direction of the requisite number of the Term Loan Lenders shall, by written
notice to HNI, declare all obligations under the Term Loan Agreement immediately
due and payable and enforce any and all rights of the Term Loan Lenders or the
Administrative Agent under the Term Loan Agreement and related
documents. For certain events of default related to insolvency and
receivership, all outstanding obligations of HNI will become immediately due and
payable.
Certain
of the Term Loan Lenders party to the Term Loan Agreement, and their respective
affiliates, have performed, and may in the future perform for HNI and its
subsidiaries, various commercial banking, investment banking, underwriting
and other financial advisory services, for which they have received, and will
receive, customary fees and expenses.
The
foregoing description of the Term Loan Agreement and related matters is
qualified in its entirety by reference to the Term Loan Agreement, which is
filed as Exhibit 10.2 hereto and incorporated herein by reference.
Section
2 Financial
Information
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The
information contained in Item 1.01 in this Current Report on Form 8-K is
incorporated herein by reference.
Section
9 Financial
Statements and Exhibits
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Item
9.01
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Financial
Statements and Exhibits.
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The
following exhibits relating to Items 1.01 and 2.03 are filed as part of this
Current Report on Form 8-K.
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10.1
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Fourth
Amendment to Credit Agreement, dated as of June 20, 2008, by and among HNI
Corporation, as Borrower, certain domestic subsidiaries of HNI
Corporation, as Guarantors, certain lenders party thereto and Wachovia
Bank, National Association, as Administrative
Agent
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10.2
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Credit
Agreement, dated as of June 30, 2008, by and among HNI Corporation,
as Borrower, certain domestic subsidiaries of HNI Corporation from time to
time party thereto, as Guarantors, certain lenders party thereto and
Wachovia Bank, National Association, as Administrative
Agent
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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.
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HNI
CORPORATION
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Date:
July 7, 2008
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By
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/s/
Steven M. Bradford
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Steven
M. Bradford
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Vice
President, General Counsel and
Secretary
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Exhibit
Index
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10.1
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Fourth
Amendment to Credit Agreement, dated as of June 20, 2008, by and among HNI
Corporation, as Borrower, certain domestic subsidiaries of HNI
Corporation, as Guarantors, certain lenders party thereto and Wachovia
Bank, National Association, as Administrative
Agent
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10.2
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Credit
Agreement, dated as of June 30, 2008, by and among HNI Corporation,
as Borrower, certain domestic subsidiaries of HNI Corporation from time to
time party thereto, as Guarantors, certain lenders party thereto and
Wachovia Bank, National Association, as Administrative
Agent
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