Intermec, Inc. 8-K 2013
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 14, 2013
(Exact name of registrant as specified in its charter)
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:
Item 1.01 Entry into a Material Definitive Agreement.
Intermec, Inc. (we, our, Intermec or the Company) is party to an Amended and Restated Credit Agreement dated as of January 14, 2011 (as amended through the date hereof, the Credit Agreement), with Wells Fargo Bank, National Association (Wells Fargo Bank). The Credit Agreement includes covenants requiring that we meet certain minimum financial performance thresholds, including Adjusted EBITDA (defined in the Credit Agreement as earnings before interest, income taxes, depreciation and amortization, adjusted for certain customary, non-cash items) thresholds and debt-to-EBITDA ratios.
On February 14, 2013, we entered into a Sixth Amendment to Amended and Restated Credit Agreement (the Sixth Amendment) with Wells Fargo Bank, modifying certain financial covenants contained in the Credit Agreement. The Sixth Amendment modifies the financial covenant related to minimum Adjusted EBITDA, reducing such minimum for the trailing twelve month period ended with the fourth fiscal quarter of 2012 from $40 million to $35 million, and for the trailing twelve month periods ending with each fiscal quarter of 2013 from $45 million to $35 million. The minimum Adjusted EBITDA remains unchanged at $45 million for the trailing twelve month periods ending as of the end of each subsequent fiscal quarter. The Sixth Amendment also modifies the financial covenant related to the ratio of total debt to EBITDA, reducing such ratio from 2.50 to 2.00 for each fiscal quarter of 2013. The financial covenant related to the ratio of total debt to EBITDA remains unchanged at 2.50 for each subsequent fiscal quarter. Other than as contemplated by the Sixth Amendment, all other material terms and conditions of the Credit Agreement remain the same.
The foregoing description of the Sixth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth Amendment, which is filed as Exhibit 10.1 to this current report and is incorporated herein by reference. In addition:
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.