Attached files
| file | filename |
|---|---|
| EX-99.1 - PDF OF 10/20/2009 PRESS RELEASE - NTK Holdings, Inc. | pr102009.pdf |
| EX-99.2 - PDF OF 10/22/2009 PRESS RELEASE - NTK Holdings, Inc. | pr102209.pdf |
| EX-99.2 - 10/22/2009 PRESS RELEASE - NTK Holdings, Inc. | pr102209.htm |
| EX-99.1 - 10/20/2009 PRESS RELEASE - NTK Holdings, Inc. | pr102009.htm |
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): October 19,
2009
NTK Holdings,
Inc.
(Exact Name of
Registrant as Specified in Its Charter)
|
Delaware
|
(State or Other
Jurisdiction of Incorporation)
|
333-126389
|
20-1934298
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
50 Kennedy Plaza,
Providence, Rhode Island
|
02903-2360
|
|
(Address of
Principal Executive Offices)
|
(Zip
Code)
|
|
(401)
751-1600
|
|
(Registrant's
Telephone Number, Including Area
Code)
|
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:
[
] 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
|
As previously
disclosed, on September 3, 2009, NTK Holdings, Inc. (“NTK Holdings”), Nortek
Holdings, Inc. and Nortek, Inc. (the “Nortek”), and certain of their direct and
indirect subsidiaries (collectively, the “Debtors”) entered into a Restructuring
and Lockup Agreement (the “Restructuring Agreement”) with certain of their
pre-petition noteholders, pursuant to which such noteholders agreed to vote in
favor of and support the Debtors’ proposed financial restructuring plans,
including, among other things, the filing by the Debtors of voluntary petitions
in the United States with the Bankruptcy Court for the District of Delaware (the
“Bankruptcy Court”) seeking relief under the provisions of chapter 11 of title
11 of the United States Code (the “Bankruptcy Code”) and their prepackaged plans
of reorganization (the “Prepackaged Plans”), subject to the terms and conditions
contained in the Restructuring Agreement.
On October 19,
2009, the Debtors entered into an amendment to the Restructuring Agreement that
extended from October 20, 2009, to 11:59 PM, prevailing Eastern time, on October
27, 2009, the time by which (a) the Debtors shall file voluntary petitions with
the Bankruptcy Court under chapter 11 of the Bankruptcy Code, (b) certain
consenting noteholders under the Restructuring Agreement agree to forbear
exercising certain rights, and (c) the Restructuring Agreement may be terminated
by consenting noteholders if the Debtors have not commenced chapter 11
cases.
|
Item
1.03
|
BANKRUPTCY
OR RECEIVERSHIP
|
On October 21,
2009, the Debtors filed voluntary petitions in the Bankruptcy Court seeking
relief under the provisions of chapter 11 of the Bankruptcy Code. The
chapter 11 cases are being jointly administered under the caption In re NTK
Holdings, Inc., Chapter 11 Case No. 09-13611 (KJC) (jointly administered) (the
“Chapter 11 Cases”). The Debtors continue to operate their businesses
as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in
accordance with applicable provisions of the Bankruptcy Code and the orders of
the Bankruptcy Court. A copy of the press release, dated October 22,
2009, announcing the bankruptcy filings is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
|
Item
2.04
|
TRIGGERING
EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT
|
The filing of the
Chapter 11 Cases constituted an event of default or otherwise triggered the
following repayment obligations: (a) $135 million of outstanding indebtedness
under the asset-based loan facility agreement, dated as of May 20, 2008, as
amended from time to time, among Nortek and certain of its subsidiaries, Bank of
America, N.A., as administrative agent and certain lenders, (b) $750 million of
outstanding indebtedness under Nortek’s 10% Senior Secured Notes due
2013 (plus accrued interest), (c) $625 million of outstanding indebtedness
under Nortek’s 8½% Senior Subordinated Notes due 2014 (plus accrued
interest), (d) $10 million of outstanding indebtedness under Nortek’s
9 7/8% Series A and Series B Senior Subordinated Notes due 2011 (plus accrued
interest), (e) $403 million of outstanding indebtedness under NTK
Holdings’ 10¾% Senior Discount Notes due 2014 and (f) $283 million of
outstanding indebtedness under the NTK Holdings’ Senior Unsecured Credit
Facility. As a result, all indebtedness outstanding under these notes
and facilities became automatically due and payable, subject to an automatic
stay of any action to collect, assert, or recover a claim against the Debtors
and the application of applicable bankruptcy law.
|
Item
7.01
|
REGULATION
FD DISCLOSURE
|
On October 20,
2009, the Debtors announced the results of the previously disclosed solicitation
of votes from their creditors to accept the Prepackaged Plans. A copy
of the press release, dated October 20, 2009, announcing the results is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
Forward-Looking
Statements
This document
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. When used in this discussion and
throughout this document, words, such as “intends”, “plans”, “estimates”,
“believes”, “anticipates” and “expects” or similar expressions are intended to
identify forward-looking statements. These statements are based on
our current plans and expectations and involve risks and uncertainties, over
which we have no control, that could cause actual future activities and results
of operations to be materially different from those set forth in the
forward-looking statements. Important factors that could cause actual
future activities and operating results to differ include the availability and
cost of certain raw materials, (including, among others, steel, copper,
packaging materials, plastics and aluminum) and purchased components, the level
of domestic and foreign construction and remodeling activity affecting
residential and commercial markets, interest rates, employment, inflation,
foreign currency fluctuations, consumer spending levels, exposure to foreign
economies, the rate of sales growth, price, product and warranty liability
claims, any amendments to the Plan, whether or not the Plan is confirmed by the
bankruptcy court, and whether or not the Debtors conclude their Chapter 11 Cases
in the anticipated timeframe or at all. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date hereof. We undertake no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Readers
are also urged to carefully review and consider the various disclosures made
herein, as well as the periodic reports on Forms 10-K, 10-Q and 8-K, previously
filed by NTK Holdings and Nortek with the Commission.
|
Item
9.01
|
FINANCIAL
STATEMENTS AND EXHIBITS
|
|
Exhibit
no.
|
Description
|
||
|
99.1
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Press
Release, dated October 22, 2009.
|
||
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99.2
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Press
Release, dated October 20, 2009.
|
||
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.
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NTK HOLDINGS,
INC.
|
|
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By: /s/ Edward J.
Cooney
Name: Edward
J. Cooney
Title: Vice
President and Treasurer
|
Date: October
22, 2009
INDEX
TO EXHIBITS
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Exhibit
no.
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Description
|
|
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99.1
|
Press
Release, dated October 22, 2009.
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|
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99.2
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Press
Release, dated October 20, 2009.
|