Attached files
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EX-10.2 - EXHIBIT 10.2 - Pike Corp | c21949exv10w2.htm |
EX-10.3 - EXHIBIT 10.3 - Pike Corp | c21949exv10w3.htm |
EX-10.1 - EXHIBIT 10.1 - Pike Corp | c21949exv10w1.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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 2011
PIKE ELECTRIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 1-32582 | 20-3112047 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
100 Pike Way Mount Airy, NC |
27030 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (336) 789-2171
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:
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.
On August 24, 2011, Pike Electric Corporation (Pike), as borrower, entered into a $200
million four-year credit agreement (the Credit Agreement) with a syndicate of banks and other
financial institutions (the Lenders), including Regions Bank, as a lender and as administrative
agent and collateral agent, First Tennessee Bank, N.A., as a lender and as syndication agent, Compass Bank, as a lender and as co-syndication agent, SunTrust Bank, as a lender and as
documentation agent, and Bank of America, N.A., as a lender and as co-documentation agent. The
syndicate of Lenders was arranged by Regions Capital Markets, as lead arranger.
The Credit Agreement replaced the Second Amended and Restated Credit Agreement dated as of
July 29, 2009, among Pike, its subsidiaries party thereto, Barclays Bank PLC, as a lender and as
administrative agent, and certain other lenders party thereto (the Terminated Agreement). The
Terminated Agreement was terminated effective August 23, 2011.
The Credit Agreement provides the terms under which the Lenders will make available to Pike a
secured revolving credit facility in an aggregate amount of up to $200 million maturing on August
24, 2015, with up to $100 million of the facility being available for the issuance of letters of
credit and up to $10 million of the facility being available for swingline loans. Pike has the
option to increase the revolving commitments under the Credit Agreement, subject to the conditions
specified therein, by up to an additional $75 million to $275 million upon receipt of additional
commitments from new or existing lenders. Borrowings under the Credit Agreement may be used for
Pikes general corporate purposes, including acquisitions, dividends and stock repurchases, capital
expenditures and working capital. As of August 24, 2011, Pike had approximately $115 million in
outstanding revolving loans, reflecting its repayment of outstanding indebtedness under the
Terminated Agreement, and $23.1 million of letters of credit issued under the Credit Agreement. The
remaining $61.9 million was available for revolving loans or issuing new letters of credit.
Revolving loans under the Credit Agreement bear interest, at Pikes option, at either:
(i) | the greater of the Prime Rate, the Federal Funds Effective Rate plus 0.50% or LIBOR plus 1.00% (the Base Rate) plus in each case an applicable margin ranging from 0.50% to 1.50%; or |
(ii) | LIBOR plus an applicable margin ranging from 2.00% to 3.00%. |
The applicable margin is determined based on Pikes Leverage Ratio, defined in the Credit
Agreement as the ratio of Pikes total funded debt to Consolidated EBITDA (as defined in the Credit
Agreement) for the immediately preceding four fiscal quarters. Letters of credit issued under the
Credit Agreement are subject to a letter of credit fee of 2.00% to 3.00%, based on Pikes Leverage
Ratio. Swingline loans will bear interest at the Base Rate. Pike is also subject to a commitment
fee of 0.375% to 0.625%, based on its Leverage Ratio, on any unused availability under the Credit
Agreement.
Pike and its subsidiaries party to the Credit Agreement entered into a Security Agreement (the
Security Agreement) and a Pledge Agreement (the Pledge Agreement) in connection with the Credit
Agreement. Subject to certain exceptions, the Credit Agreement is secured by substantially all of
the assets of Pike and its wholly-owned U.S. subsidiaries and by a pledge of all of the capital
stock of Pikes wholly-owned U.S. subsidiaries and 65% of the capital stock of the direct foreign
subsidiaries of Pike or its wholly-owned U.S. subsidiaries. Pikes wholly-owned U.S. subsidiaries
also guarantee the repayment of all amounts due under the Credit Agreement.
The Credit Agreement requires that Pike maintain (i) a maximum Leverage Ratio, measured on a
trailing four-quarter basis, of no more than 3.75 to 1.0 as of the last day of each fiscal quarter,
declining to 3.50 on June 30, 2013 and declining to 3.00 on June 30, 2014 and thereafter, and (ii)
a consolidated fixed charge coverage ratio (as defined in the Credit Agreement) of at least 1.25 to
1.0. The Credit Agreement also contains a number of affirmative and negative covenants including
limitations on asset sales, investments, indebtedness and liens.
The Credit Agreement provides for customary events of default. If an Event of Default (as
defined in the Credit Agreement) occurs and is continuing, on the terms and subject to the
conditions set forth in the Credit Agreement, amounts outstanding under the Credit Agreement may be
accelerated and may become or be declared immediately due and payable.
Certain of the Lenders and their respective affiliates have from time to time in the past provided financial advisory and
investment banking services to Pike and its subsidiaries for which they have received customary
fees.
The foregoing summary of certain terms of the Credit Agreement, the Security Agreement and the
Pledge Agreement is qualified in its entirety by reference to the complete text of such agreements,
copies of which are filed as exhibits to this report and are incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth above under Item 1.01 regarding the Terminated Agreement is
incorporated by reference into this Item 1.02.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No. | Exhibit Description | |||
10.1 | Credit Agreement, dated August 24, 2011, among Pike Electric
Corporation, its subsidiaries party thereto, Regions Bank, as
administrative agent, and the lenders party thereto. |
|||
10.2 | Security Agreement, dated August 24, 2011, among Pike Electric
Corporation, the grantors party thereto, and Regions Bank, as
collateral agent. |
|||
10.3 | Pledge Agreement, dated August 24, 2011, among Pike Electric
Corporation, the pledgors party thereto, and Regions Bank, as
collateral agent. |
Signature
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.
PIKE ELECTRIC CORPORATION |
||||
Date: August 24, 2011 | By: | /s/ Anthony K. Slater | ||
Name: | Anthony K. Slater | |||
Title: | Executive Vice President & Chief Financial Officer |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
ON
FORM 8-K
Date of Event Reported:
|
Commission File No: | |
August 24, 2011
|
1-32582 |
PIKE ELECTRIC CORPORATION
EXHIBIT INDEX
Exhibit No. | Exhibit Description | |||
10.1 | Credit Agreement, dated August 24, 2011, among Pike Electric
Corporation, its subsidiaries party thereto, Regions Bank, as
administrative agent, and the lenders party thereto. |
|||
10.2 | Security Agreement, dated August 24, 2011, among Pike Electric
Corporation, the grantors party thereto, and Regions Bank, as
collateral agent. |
|||
10.3 | Pledge Agreement, dated August 24, 2011, among Pike Electric
Corporation, the pledgors party thereto, and Regions Bank, as
collateral agent. |