Attached files
file | filename |
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EX-4.1 - EX-4.1 - CAPITALSOURCE INC | w80782exv4w1.htm |
EX-99.1 - EX-99.1 - CAPITALSOURCE INC | w80782exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 9, 2010
CAPITALSOURCE INC.
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE | 1-31753 | 35-2206895 | ||
(State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
incorporation or organization) | File Number) | Identification No.) |
5404 Wisconsin, 2nd Floor
Chevy Chase, MD 20815
(Address of principal executive offices) (Zip Code)
Chevy Chase, MD 20815
(Address of principal executive offices) (Zip Code)
(301) 841-2700
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
(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 (see General Instruction
A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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 announced on December 3, 2010, we commenced a solicitation of consents from the
holders of our 12.75% First Priority Senior Secured Notes due 2014 to amend the indenture governing
the notes. On December 9, 2010, we announced that, as of 5:00
p.m., New York City time, we had received the requisite consents to amend the indenture and accordingly
entered into a supplemental indenture dated December 9, 2010, to the indenture with U.S. Bank
National Association, as trustee for the notes. The supplemental indenture amends the indenture
(1) to permit us to use available cash to purchase our convertible debentures redeemable in July
2011 and July 2012; (2) to modify the formula for calculating our restricted payment capacity; (3)
to permit us to contribute the equity in our remaining four
securitizations to CapitalSource Bank;
and (4) to allow us to obtain secured debt with a minimum advance rate of 40%, rather than the
previous 75% requirement, in each case, subject to our satisfying certain collateral coverage
tests.
A copy of the supplemental indenture is attached hereto as Exhibit 4.1 and is incorporated
herein by reference. The description of the supplemental indenture contained herein is qualified
in its entirety to the full text of such exhibit.
We issued a press release announcing the receipt of the requisite consents for approval of the
proposed amendments. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 3.03 Material Modifications to Rights of Security Holders.
See Item 1.01 hereto, which is incorporated herein by reference, with respect to the execution
of the Supplemental Indenture on December 9, 2010.
Item 8.01 Other Events.
On
December 9, 2010, we issued a press release announcing the
approval by our board of
directors of a stock repurchase plan to repurchase up to $150 million of our common stock. Any share repurchases made
under the plan will be made through open market purchases or privately negotiated transactions from
time to time for a period of up to two years. The amount and exact timing of any repurchases will
depend upon market conditions and other factors.
There
are no assurances that we will repurchase any shares during the
period, and we may suspend or discontinue the stock repurchase plan
at any time.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index attached to this Form 8-K, which is incorporated herein by reference.
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: December 9, 2010 | CAPITALSOURCE INC. |
|||
By: | /s/ Joseph Turitz | |||
Name: | Joseph Turitz | |||
Title: | Senior Vice President, General Counsel |
EXHIBIT INDEX
Exhibit No. | Description | |
4.1
|
Supplemental Indenture, dated as of December 9, 2010, among CapitalSource Inc., CapitalSource Finance LLC, as guarantor, and U.S. Bank National Association, as trustee | |
99.1
|
Press Release issued by CapitalSource Inc. on December 9, 2010 |