DE
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43-0334550
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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Information to be included in the report
The initial borrowing availability under the GECC Facility is based on eligible inventory and accounts receivable. The Company has a right to add a real estate component in the future to increase borrowing availability. The GECC Facility is secured by a lien on substantially all of the Company's assets.
The interest rate under the GECC Facility is the LIBOR rate plus a LIBOR margin of 100 to 175 basis points, depending on the amount of excess availability. At closing, the LIBOR margin was 100 basis points.
The GECC Facility contains only one financial covenant - the minimum fixed charge coverage ratio. The Company is required to comply with this covenant only when excess borrowing availability is less than $25 million and on a pro forma basis prior to consummation of certain significant business transactions and prior to increasing the size of the facility.
The GECC Facility also contains customary restrictive covenants for credit facilities of this type relating to the operations and management of the Company, including limitations on indebtedness, liens, investments, mergers and acquisitions, dispositions of assets, cash dividends and transactions with affiliates. The GECC Facility provides for customary events of default, including the failure to pay principal, interest or fees when due, the failure to comply with covenants, the occurrence of an uncured default under other agreement involving indebtedness in excess of $1 million, the inaccuracy in any material respect when made of any representation or warranty made by the Company or any of its subsidiaries, the commencement of certain insolvency or receivership events affecting the Company or any of its subsidiaries and the occurrence of a change in control of the Company. Upon the occurrence of an event of default, the commitments of the lenders may be terminated and all outstanding obligations of the Company under the GECC Facility may be declared immediately due and payable.
Other than the GECC Facility itself, there is no material relationship between the Company and GECC or GECF, except that the Company leases certain items of equipment from GECC.
The foregoing is a summary of the material terms and conditions of the GECC Facility and not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the GECC Facility, which will be filed with the Securities and Exchange Commission in accordance with Item 601 of Regulation S-K.
A copy of the press release announcing the closing the GECC Facility and the termination of the LaSalle Facility (as defined below) is attached hereto as Exhibit 99.1.
The interest rate under the LaSalle Facility was the LIBOR rate plus a margin of 100 to 200 basis points, depending on levels of certain financial ratios. At the time of closing of the GECC Facility, the LIBOR margin was 175 basis points.
The Company terminated the LaSalle Facility because the new GECC Facility provided increased borrowing availability, a lower interest rate and reduced financial covenant monitoring.
Upon termination of the LaSalle Facility, approximately $1.1 million of unamortized costs associated with that facility were written off.
In addition, the Company terminated an interest rate swap agreement with LaSalle, scheduled to mature in September 2009, which was used to hedge interest rate risks related to the term loan portion of the LaSalle Facility. The termination of the swap agreement resulted in a cash gain of approximately $0.6 million.
Other than the LaSalle Facility itself, there is no material relationship between the Company and LaSalle or the other lenders party thereto, except that LaSalle issues commercial charge cards to officers and employees of the Company, LaSalle has issued letters of credit to support the Company's workers compensation insurance program which letters of credit are currently outstanding and, from time to time, the Company conducts banking business with some of the other lenders.
A copy of the press release announcing the closing the GECC Facility and the termination of the LaSalle Facility is attached hereto as Exhibit 99.1.
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HUTTIG BUILDING PRODUCTS, INC.
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Date: October 26, 2006
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By:
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/s/ David L. Fleisher
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David L. Fleisher
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Vice President, Chief Financial Officer & Secretary
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Exhibit No.
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Description
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EX-99.1
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Press release dated October 23, 2006.
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