Attached files
file | filename |
---|---|
EX-99.1 - EXHIBIT 99.1 - VWR Funding, Inc. | c24023exv99w1.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): November 4, 2011
VWR FUNDING, INC.
(Exact name of registrant as specified in its charter)
Delaware | 333-124100 | 56-2445503 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
100 Matsonford Road P.O. Box 6660 Radnor, PA |
19087 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (610) 386-1700
(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)) |
Section 1 Registrants Business and Operations
Item 1.01. | Entry into a Material Definitive Agreement |
On November 4, 2011, certain subsidiaries of VWR Funding, Inc. (the Company) entered into a $200
million accounts receivable securitization facility (the A/R Facility) to provide additional
liquidity and funding for the ongoing business needs of the Company and its subsidiaries.
The documentation for the A/R Facility includes (i) a Receivables Purchase Agreement (the
Receivables Purchase Agreement) entered into by and among VWR International, LLC, a Delaware
limited liability company and wholly-owned subsidiary of the Company (VWR), as servicer, VWR
Receivables Funding, LLC, a Delaware limited liability company and a bankruptcy-remote special
purpose entity that is a wholly-owned subsidiary of VWR (VRF), certain committed purchasers,
conduit purchasers and LC participants that are parties thereto from time to time and PNC Bank,
National Association, as Administrator and LC Bank, (collectively, the Purchasers) and (ii) a
Purchase and Sale Agreement (the Purchase and Sale Agreement) by and among certain wholly-owned
subsidiaries of the Company, as originators (the Originators) and VRF (collectively, the
Agreements).
Pursuant to the Purchase and Sale Agreement, the Originators have sold, and will continue to sell
on an ongoing basis, their accounts receivable, together with customary related security and
interests in the proceeds thereof, to VRF in exchange for a combination of cash and subordinated
notes issued by VRF to the Originators. Pursuant to the Receivables Purchase Agreement, VRF may,
from time to time, in turn sell undivided interests in such accounts receivable, together with all
related security and interests in the proceeds thereof, to the Purchasers in exchange for cash
proceeds and/or letters of credit. Collections on the accounts receivable for which an undivided
interest is sold to the Purchasers will be set aside and held in trust to satisfy the obligations
of VRF under the A/R Facility or will be used to purchase additional accounts receivable from the
Originators.
The Originators and VRF provide customary representations and covenants under the Agreements and
includes a consolidated interest expense test if the Companys available liquidity is less than
$125.0 million. Sales of interests to the Purchasers under the A/R Facility are subject to
customary criteria, limits and reserves. The Receivables Purchase Agreement provides for certain
Termination Events, as defined therein, upon the occurrence of which the Purchasers may terminate
further purchases of undivided interests in the accounts receivable and impose default fees. VRF
pays Base Rate or Alternate Rate (each as defined in the Receivables Purchase Agreement) with
respect to amounts advanced under the A/R Facility. The calculation of Base Rate and Alternate
Rate will vary based on the funding alternatives and will be calculated at the applicable rates
described in the Receivables Purchase Agreement. In addition, the A/R Facility also provides for
the issuance of letters of credit.
The amount of credit exposure of the Purchasers outstanding at any one time under the Receivables
Purchase Agreement is subject to maintaining sufficient eligible receivables, and is limited to
$200 million.
The A/R Facility is for an initial three-year term and may be extended in accordance with the terms
of the Receivables Purchase Agreement.
VWR serves as the servicer of the accounts receivable under the A/R Facility. Neither VWR nor VRF
guarantees collectability of the accounts receivable or the creditworthiness of obligors
thereunder. However, VWR has provided a guaranty of performance in respect of the obligations of
the Originators under the Purchase and Sale Agreement.
Section 2 Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
The information in Item 1.01 with respect to the A/R Facility is incorporated herein by reference.
Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure
On November 7, 2011, VWR Funding, Inc. issued a press release announcing that members of its senior
management will have a conference call on Thursday, November 10, 2011, at 9:00 AM (Eastern Time) to
discuss the Companys financial results for the quarter ended September 30, 2011. A copy of the
press release is attached hereto as Exhibit 99.1.
Section 9 Financial Statements and Exhibits
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
99.1 | Press release, dated November 7, 2011 |
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.
VWR Funding, Inc. |
||||
Date: November 7, 2011 | By: | /s/ Theresa A. Balog | ||
Name: | Theresa A. Balog | |||
Title: | Vice President and Corporate Controller | |||
EXHIBIT INDEX
Exhibit | ||||||
Number | Description of Documents | Method of Filing | ||||
99.1 | Press Release, dated November 7, 2011
|
Filed herewith. |