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):
August
23, 2007
INGRAM
MICRO INC.
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
(State
of Incorporation or organization
|
1-12203
(Commission
File Number)
|
62-1644402
(I.R.S.
Employer Identification
No.)
|
1600
E. St. Andrew Place
Santa
Ana, CA 92799-5125
(Address,
including zip code of Registrant’s principal executive
offices)
Registrant’s
telephone number, including area code: (714) 566-1000
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):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
On
August
23, 2007, Ingram Micro Inc. (“Ingram Micro”) and certain of its subsidiaries
entered into a credit agreement (the “Credit Agreement”) with The Bank of Nova
Scotia, as administrative agent, Bank of America, N.A., as syndication agent,
and various other lenders. The Credit Agreement provides for a
five-year $275 million revolving senior unsecured credit facility which may
be
increased up to $450 million, subject to certain conditions. The
credit facility replaces Ingram Micro’s previous $175 million revolving senior
unsecured credit facility, which was scheduled to mature on July 29,
2008.
The
interest rate on the new revolving senior unsecured credit facility is based
on
LIBOR, plus a predetermined margin that is based on Ingram Micro’s debt ratings
and leverage ratio. The Credit Agreement contains certain negative
covenants, including restrictions on funded debt and interest
coverage. The Credit Agreement also contains certain customary
representations and warranties, affirmative covenants and events of
default. The new credit facility can also be used to support letters
of credit.
The
description of the provisions of the Credit Agreement set forth above is
qualified in its entirety by reference to the full and complete terms contained
in the Credit Agreement, which is filed as Exhibit 10.1 to this Form 8-K and
incorporated into this Item 1.01 by reference.
Item
1.02 Termination of a Material Definitive
Agreement.
On
August
23, 2007, in connection with the execution and delivery of the new revolving
senior unsecured credit facility discussed above, Ingram Micro terminated its
$175 million revolving senior unsecured credit facility that was scheduled
to
mature on July 29, 2008 pursuant to a Credit Agreement dated July 29, 2005,
as
amended (the “2005 Credit Agreement”) among Ingram Micro, certain of its
subsidiaries, The Bank of Nova Scotia, as administrative agent, ABN AMRO Bank
N.V., as syndication agent and various other lenders.
The
interest rate on the old revolving senior unsecured credit facility was based
on
LIBOR, plus a predetermined margin that was based on Ingram Micro’s debt ratings
and leverage ratio. The 2005 Credit Agreement contained certain
customary representations and warranties, covenants and events of
default. Ingram Micro did not incur any material early termination
penalties as a result of the termination of the old credit
facility.
The
description of the provisions of the 2005 Credit Agreement set forth above
is
qualified in its entirety by reference to the full and complete terms contained
in the 2005 Credit Agreement, which is filed as Exhibit 10.1 to
Ingram
Micro’s
Form 8-K filed on August 2, 2005 and incorporated into this Item 1.02 by
reference.
|
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
|
The
information provided in Item 1.01 of this Form 8-K is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
|
|
10.1
|
Credit
Agreement dated effective as of August 23,
2007
|
SIGNATURE
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.
| |
INGRAM
MICRO INC.
|
| |
|
|
| |
|
|
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By: |
_/s/
Larry C. Boyd__________ |
| |
Name: |
Larry
C. Boyd |
| |
Title: |
Senior
Vice President,
Secretary
and General Counsel
|
Date:
August 23, 2007
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