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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): October 27, 2009
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation)
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1-9172
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34-1505819 |
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(Commission File Number)
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(IRS Employer Identification Number) |
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5875 Landerbrook Drive, Cleveland, OH
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44124-4069 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(Registrants telephone number, including area code)
(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:
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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On October 27, 2009, in anticipation of the expiration of its current revolving
credit agreement in March 2010, NACCO Industries, Inc.s (NACCO) wholly owned
subsidiary, The North American Coal Corporation (NACoal), entered into a credit
agreement with the Lenders, as defined in the credit agreement, U.S. Bank National
Association and Regions Bank, each as Co-Syndication Agents and PNC Bank, National
Association, as administrative agent for the Lenders, for a new three-year, $100.0
million unsecured revolving line of credit (the Facility). The Facility has
performance-based pricing, which sets interest rates based upon achieving various levels
of debt to EBITDA ratios, as defined. Borrowings bear interest at a floating rate plus
a margin based on the level of debt to EBITDA ratio achieved, as defined, which can be
either a base rate plus a margin ranging from 1.75% to 2.25%, or LIBOR plus a margin
ranging from 2.75% to 3.25%. The Facility also has a commitment fee of 0.50% per year
on the unused commitment. In addition, the Facility contains restrictive covenants
which require, among other things, NACoal to maintain certain debt to EBITDA and
interest coverage ratios and provides the ability to make loans, dividends and advances
to NACCO, with some restrictions.
The foregoing summary of the Facility is qualified in its entirety by reference to the
Facility, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference thereto.
Item 9.01 Financial Statements and Exhibits.
As described in Item 1.01 of this Current Report on Form 8-K, the following Exhibit
is filed as part of this Current Report on Form 8-K.
(d) Exhibits
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10.1
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Credit Agreement, dated as of October 27, 2009, by and
among The North American Coal Corporation, the Lenders party hereto and
U.S. Bank National Association and Regions Bank, as Co-Syndication
Agents, and PNC Bank, National Association, as Administrative Agent. |
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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NACCO INDUSTRIES, INC.
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By: |
/s/ Kenneth C. Schilling |
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Name: |
Kenneth C. Schilling
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Title: |
Vice President and Controller |
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Date: November 2, 2009
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
10.1
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Credit Agreement, dated as of October 27, 2009, by and among The North American
Coal Corporation, the Lenders party hereto and U.S. Bank National Association and
Regions Bank, as Co-Syndication Agents, and PNC Bank, National Association, as
Administrative Agent. |