Form 8-K
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
21,
2006
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CENVEO,
INC.
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(Exact
Name of Registrant as Specified in Charter)
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Colorado
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1-12551
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84-1250533
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
Canterbury Green, 201 Broad Street, Stamford, CT
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06901
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (203) 595−3000
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Not
Applicable
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Former
name or former address, if changed since last report)
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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 Material Definitive Agreement.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
Item
3.03. Material
Modification to Rights of Security Holders.
Tender
Offer and Consent Solicitation
On
June
23, 2006, Cenveo, Inc. (NYSE: CVO, “Cenveo”) announced that its wholly owned
subsidiary, Cenveo Corporation (the “Company”), had completed its
previously-announced tender offer and consent solicitation (the “Offer”) for any
and all of its 9⅝% Senior Notes due 2012 (CUSIP No. 56032EAD5) (the “Notes”).
The Offer expired at 12:00 midnight, New York City time, on Thursday, June
22,
2006, with $339,502,000 in aggregate principal amount of Notes (approximately
97% of outstanding Notes) tendered and accepted for purchase under the terms
of
the Offer.
Proposed
amendments in connection with the Offer and effected by the supplemental
indenture dated June 1, 2006 to the indenture governing the Notes became
operative on June 21, 2006. The amendments, among other things, eliminate
substantially all of the material restrictive covenants, specified affirmative
covenants and certain events of default and related provisions in the indenture
governing the Notes.
Banc
of
America Securities LLC and Wachovia Securities served as the dealer managers
and
solicitation agents in connection with the Offer.
Credit
Facilities
On
June
21, 2006, the Company entered into a Credit Agreement providing for $525 million
of senior secured credit facilities with a syndicate of lenders arranged by
Banc
of America Securities LLC and Lehman Brothers Inc., with Bank of America, N.A.
serving as administrative agent (the “Credit Facilities”; CUSIP No. 15671FAA0).
In addition, Lehman Commercial Paper Inc. acted as syndication agent and General
Electric Capital Corporation, JPMorgan Chase Bank, N.A., Citibank N.A. and
Wachovia Bank, National Association acted as co-documentation agents with
respect to the Credit Facilities. The Credit Facilities consist of a $200
million six-year revolving credit facility (CUSIP No. 15671FAB8) and a $325
million seven-year term B loan facility (CUSIP No. 15671FAC6). Proceeds from
the
Credit Facilities together with balance sheet and/or otherwise available cash
were used to fund the Offer, to refinance the Company’s existing Senior Secured
Credit Facility due 2008 (which had no amounts outstanding), and to pay certain
fees and expenses incurred in connection with the transaction.
Borrowing
rates under the Credit Facilities are determined at the Company’s option at the
time of each borrowing and are generally based on LIBOR or the prime rate
publicly announced by Bank of America, N.A. from time to time, in each case
plus
a specified interest rate margin. The interest rate margin with respect to
revolving loans is determined pursuant to a pricing grid based on Cenveo’s
consolidated leverage ratio. The interest rate margin with respect to the term
B
loans is determined pursuant to a pricing grid based on Cenveo’s credit ratings
issued by S&P
and
Moody’s. The Company also pays a commitment fee on unused revolving loan
commitments, which fee is determined pursuant to a pricing grid based on
Cenveo’s consolidated leverage ratio. All revolving loans mature on June 21,
2012. The term B loans amortize in quarterly installments equal to 1% per year,
commencing October 2, 2006, with the remaining principal balance due at maturity
on June 21, 2013.
The
obligations under the Credit Facilities are guaranteed by Cenveo and each
existing and future direct and indirect domestic subsidiary of the Company.
The
Credit Facilities are secured by a first priority perfected security interest
in
substantially all assets of Cenveo, the Company and the Company’s domestic
subsidiaries, including: (i) all capital stock of each present and future
subsidiary of Cenveo (with certain exclusions of foreign subsidiaries), (ii)
all
present and future inter-company debt of Cenveo and its domestic subsidiaries,
(iii) all intellectual property rights of Cenveo and its domestic subsidiaries,
including patents, trademarks and copyrights, and (iv) substantially all of
the
present and future other property and assets of Cenveo and its domestic
subsidiaries, including material real property.
The
Credit Facilities contain customary financial covenants, including maintenance
of a maximum consolidated leverage ratio and a minimum consolidated interest
coverage ratio, and covenants that, among other things, place limits on the
Company’s ability to incur debt, create liens, make investments and
acquisitions, sell assets, pay dividends, prepay subordinated debt, merge with
other entities, engage in transactions with affiliates, and make capital
expenditures. The Credit Facilities also contain customary events of
default.
In
connection with the Credit Facilities, the Company entered into a supplemental
indenture, dated as of June 21, 2006, to the indenture dated as of February
4,
2004 between the Company and U.S. Bank National Association, as trustee,
pursuant to which the Company’s $320,000,000 aggregate principal amount of 7⅞%
Senior Subordinated Notes due 2013 were issued. This supplemental indenture
provides for, among other things, the addition of certain subsidiaries of the
Company as guarantors of these notes.
Item
8.01. Other
Events.
On
June
23, 2006, Cenveo issued a press release, which is attached as Exhibit 99.1
to
this Report and incorporated by reference herein.
Item
9.01.
Financial Statements, Pro Forma Financial Information and
Exhibits.
(c)
Exhibits.
| 4.1 |
Credit
Agreement dated as of June 21, 2006 among Cenveo Corporation, Cenveo,
Inc., Bank of America, N.A., as Administrative Agent, Swing Line
Lender
and L/C Issuer, and the other lenders party
thereto.
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| 4.2 |
Supplemental
Indenture dated as of June 21, 2006 among Cenveo Corporation, the
Guarantors named therein and U.S. Bank National Association, as Trustee,
relating to the Indenture dated as of February 4, 2004 between the
Company
and the Trustee.
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99.1 Press
Release of Cenveo, Inc. dated June 23, 2006
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.
Date:
June 26, 2006
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CENVEO,
INC.
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By:
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/s/
Sean. S. Sullivan
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Name:
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Sean
S. Sullivan
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Title:
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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4.1
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Credit
Agreement, dated as of June 21, 2006 among Cenveo Corporation,
Cenveo,
Inc., Bank of America, N.A., as Administrative Agent, Swing Line
Lender
and L/C Issuer, and the other lenders party thereto.
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4.2
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Supplemental
Indenture dated as of June 21, 2006 among Cenveo Corporation, the
Guarantors named therein and U.S. Bank National Association, as
Trustee,
relating to the Indenture dated as of February 4, 2004 between
the Company
and the Trustee.
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99.1
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Press
Release of Cenveo, Inc. dated June 23,
2006
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