Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - NATIONAL BEEF PACKING CO LLC | form8kexh101_120109.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): November 24,
2009
NATIONAL
BEEF PACKING COMPANY, LLC
(Exact
Name of Registrant As Specified in Its Charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
|
333-111407
(Commission
File Number)
|
48-1129505
(IRS
Employer
Identification
No.)
|
12200
North Ambassador Drive, Kansas City, MO 64163
(Address
of Principal Executive Office and Zip Code)
Registrant’s
telephone number, including area code: (800) 449-2333
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:
[
] 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.
National
Beef Packing Company, LLC (the “Company”) has executed an amendment of its
existing Sixth Amended and Restated Credit Agreement, as amended, with various
issuers and lenders to take effect upon, among other things, the consummation of
the initial public offering (the “IPO”) of shares of Class A common stock of
National Beef, Inc. (“NB”). The amendment provides, in part, for: (1)
the exclusion of proceeds from the IPO from mandatory prepayments of the term
loan and revolving line of credit loan; (2) the reduction of the quarterly
Funded Debt to EBITDA Ratio to not more than 3.50 to 1.00; (3) the increase of
the threshold requiring lender consent for consolidations, mergers or
acquisitions to $50 million; (4) upstream loans to NB in an aggregate amount not
to exceed $5.0 million; (5) the amendment of the covenant on Equity
Distributions (as defined) to permit, in addition to tax distributions, (i)
regular, annual dividends not to exceed 2% of the average daily stock price for
NB during the prior 12 months, not to exceed the Equity Distributions Threshold
(as defined), and (ii) an additional dividend as long as the Company’s Funded
Debt to EBITDA Ratio is less than 2.00 to 1.00, not to exceed the Equity
Distributions Threshold; and (6) the increase of the limitation
of the sum of the term loan and revolving line of credit loan that
would require the consent of more than a majority of lenders to $200 million
(including the $100 million increase contemplated by the Second
Amendment). The amendment also evidences the lenders' consent to the
amendment of the Company’s organizational documents in connection with the
purchase by NB of equity interests in the Company and NB's appointment as the
sole manager of the Company as contemplated in the IPO.
The
foregoing is a summary of the terms of the Fourth Amendment to the Sixth Amended
and Restated Credit Agreement. This summary is qualified in its
entirety by reference to the full text of the Fourth Amendment, which is
attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits. The
following exhibit is filed pursuant to Item 9.01.
10.1 Fourth
Amendment to Sixth Amended and Restated Credit Agreement dated as of November
24, 2009 by and among the Company, certain agents, lenders and
issuers.
2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| National Beef Packing Company, LLC | |||
|
Date: December
1, 2009
|
By:
|
/s/ Jay D. Nielsen | |
| Jay D. Nielsen | |||
|
Chief
Financial Officer
|
|||
3