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) March 4, 2009
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Ohio
|
|
1-5263
|
|
34-0367600 |
| |
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
| 29400 Lakeland Boulevard, Wickliffe, Ohio
|
|
44092-2298 |
| |
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s 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:
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.
a. The Lubrizol Corporation (the “Company”) entered into Letter Amendment No. 3 dated as of
March 4, 2009 (“Amendment No. 3”) to the Credit Agreement dated as of August 24, 2004, among the
Company, Citigroup North America, Inc., as agent, and the banks, financial institutions and lenders
named therein, as amended and restated as of March 29, 2005, and as further amended as of August
23, 2005 and September 20, 2006 (such Credit Amendment, as so amended and restated, the “Credit
Agreement”).
The Credit Agreement was amended to revise the covenant relating to the Debt/EBITDA ratio to
exclude from the calculation of Consolidated Debt (as defined in the Credit Agreement) cash and
cash equivalents held by the Company in an amount sufficient to repay the Company’s 4.625% senior
notes due October 1, 2009. No other provisions of the Credit Agreement were amended.
b. Lubrizol Holdings France S.A.S. (formerly known as Noveon Holdings France S.A.S.) and
Lubrizol Advanced Materials Europe BVBA (formerly known as Noveon Europe BVBA) (collectively, the
“Borrowers”), wholly owned indirect subsidiaries of the Company, entered into Letter Amendment No.
2 dated as of March 4, 2009 (“Amendment No. 2”) to the Five Year Credit Agreement dated as of
September 14, 2005, among the Borrowers, the Company, as guarantor, ABN AMRO Bank N.V., as agent,
and the initial lenders named therein, as amended September 20, 2006 (such Five Year Credit
Agreement, as so amended, the “Euro Credit Agreement”).
Pursuant to Amendment No. 2, the covenant relating to the Debt/EBITDA ratio was revised to
exclude from the calculation of Consolidated Debt (as defined in the Euro Credit Agreement) cash
and cash equivalents held by the Company in an amount sufficient to repay the Company’s 4.625%
senior notes due October 1, 2009. No other provisions of the Euro Credit Agreement were amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed herewith:
| |
4.1 |
|
Letter Amendment No. 3 dated March 4, 2009, to the Credit Agreement dated as of
August 24, 2004, among The Lubrizol Corporation, Citigroup North America, Inc., as
agent, and the banks, financial institutions and other institutional lenders named
therein, as amended and restated as of March 29, 2005, and as further amended as of
August 23, 2005 and September 20, 2006. |
| |
| |
4.2 |
|
Letter Amendment No. 2 dated March 4, 2009, to the Five Year Credit Agreement
dated as of September 14, 2005 among Lubrizol Holdings France S.A.S. and Lubrizol
Advanced Materials Europe BVBA, The Lubrizol Corporation, ABN AMRO Bank N.V. as agent
and the lenders named therein, as amended as of September 20, 2006. |