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 19, 2010
THE LUBRIZOL CORPORATION
(Exact name of registrant as specified in its charter)
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Ohio
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1-5263
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34-0367600 |
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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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29400 Lakeland Boulevard, Wickliffe, Ohio
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44092-2298 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (440) 943-4200
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 |
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Entry Into a Material Definitive Agreement |
On July 19, 2010, The Lubrizol Corporation (the Company) entered into a Five-Year Credit
Agreement (the Credit Agreement) with the lenders party thereto, Citicorp Global Markets Inc. and
KeyBank National Association, as co-lead arrangers and co-bookrunners, KeyBank National Association
and The Royal Bank of Scotland PLC, as co-syndication agents, Deutsche Bank AG New York Branch and
JPMorgan Chase Bank, N.A., as co-documentation agents, and Citibank, N.A., as administrative agent
(the Agent).
The Credit Agreement provides the Company and its subsidiaries with an unsecured revolving
credit facility of up to $500 million in the aggregate, of which $100 million can be used for
letters of credit. At its option and subject to customary conditions, the Company may request an
increase in the aggregate commitment by up to $250 million. The Credit Agreement is available to
provide funds for general corporate purposes. The Company has not initiated any borrowings under
the facility.
For any outstanding borrowings, the Company must pay interest no less frequently than
quarterly. The revolving credit facility bears interest, at the Companys option, at either a base
rate or a Eurodollar rate, in each case plus an applicable margin based on the Companys credit
rating. The base interest rate will be a fluctuating rate equal to the highest of: (1) the Agents
base rate, (2) the Federal Funds rate plus 0.50%, and (3) a rate derived in part from average
offering rates for three-month certificates of deposit plus 0.50%. The interest rate for
Eurodollar rate advances will be based on a periodic fixed rate equal to LIBOR. Advances under the
revolving credit facility may be prepaid without penalty.
So long as any advances remain unpaid, any letters of credit remain outstanding or any lender
has any commitment under the Credit Agreement, the Company must maintain (1) a ratio of
consolidated debt to consolidated EBITDA (as defined in the Credit Agreement) of not greater than
3.50 : 1.00 for the 12-month period ended on the last business day of each fiscal quarter; and (2)
a ratio of consolidated EBITDA to cash interest payable on, and amortization of debt discount in
respect of, all debt of the Company and its subsidiaries of not less than 3.50 : 1.00.
The Credit Agreement matures on July 19, 2015, and requires compliance with other conditions
precedent that must be satisfied prior to any borrowing as well as ongoing compliance with
customary affirmative and negative covenants. The affirmative covenants include, but are not
limited to: (i) maintenance of existence and conduct of business; (ii) compliance with laws; (iii)
maintenance of properties and insurance; and (iv) books and records and inspection. The negative
covenants include, but are not limited to, restrictions on the ability of the Company and its
subsidiaries to: (i) create, incur or assume liens on properties in excess of certain amounts; (ii)
merge, liquidate, dissolve, dispose of assets or make acquisitions in certain circumstances; (iii)
sell, lease, transfer or otherwise dispose of any assets in excess of certain amounts and only in
certain situations; and (iv) limit the ability of its subsidiaries to declare or pay dividends or
other distributions or repay or prepay any debt owed to, make loans or investments in, the Company
or any subsidiary of the Company.
If an event of default (as defined in the Credit Agreement) has occurred and is continuing,
the Agent may terminate the commitments and declare that any outstanding advances and interest are
due and payable by the Company.
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Certain of the lenders to the Credit Agreement and their affiliates have performed and, from
time to time in the future, may engage in transactions with and perform commercial and investment
banking and advisory services for the Company and its subsidiaries, for which they have received or
will receive customary fees and expenses.
The foregoing description of the Credit Agreement is a summary and is qualified in its
entirety by reference to the Credit Agreement, which is filed herewith as Exhibit 10.1 and is
incorporated herein by reference.
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Item 1.02 |
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Termination of a Material Definitive Agreement |
Upon entry into the Credit Agreement described in Item 1.01 above, the Company terminated its
existing $350.0 million revolving credit agreement dated as of August 24, 2004, as amended, among
the Company, Citigroup N.A., Inc. as agent and the banks, financial institutions and other
institutional lenders named therein, which was scheduled to terminate in September 2011. At
termination, no borrowings were outstanding under this credit facility.
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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. |
The information set forth under Item 1.01 of this report is hereby incorporated by reference
into this Item 2.03.
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Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits. The following exhibit is filed herewith:
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10.1 |
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Credit Agreement, dated as of July 19, 2010, among The Lubrizol Corporation,
the Initial Lenders named therein, Citicorp Global Markets Inc. and KeyBank National
Association, as co-lead arrangers and co-bookrunners, KeyBank National Association and
The Royal Bank of Scotland PLC, as co-syndication agents, Deutsche Bank AG New York
Branch and JPMorgan Chase Bank, N.A., as co-documentation agents, and Citibank, N.A.,
as agent. |
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