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Owens & Minor 8-K 2012

Documents found in this filing:

  1. 8-K
  2. Ex-10.1
  3. Graphic
  4. Graphic
  5. Graphic
Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 8, 2012 (June 5, 2012)

 

 

Owens & Minor, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   1-9810   54-1701843

(State or other jurisdiction

of incorporation

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

9120 Lockwood Blvd., Mechanicsville, Virginia   23116
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (804) 723-7000

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 (see General Instruction A.2.below):

 

¨ 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.

On June 5, 2012, Owens & Minor, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) dated as of June 5, 2012 by and among Owens & Minor Distribution, Inc. and Owens & Minor Medical, Inc. (as Borrowers), the Company and certain of its domestic subsidiaries (as Guarantors), Wells Fargo Bank, N.A. (as Administrative Agent), JPMorgan Chase Bank, N.A. (as Syndication Agent) and a syndicate of financial institutions specified in the Credit Agreement. The new Credit Agreement replaces the Company’s existing $350 million credit agreement set to expire on June 7, 2013. The Credit Agreement contains the following principal terms, among others:

 

  •  

Lender commitments for $350 million in revolving credit

 

  •  

Five-year term with ability to request two one-year extensions (subject to lender approval)

 

  •  

Ability to request increase in credit amount by up to $150 million (subject to lender approval)

 

  •  

Interest rate pricing grid based on the better of debt to EBITDA ratio or credit ratings

 

  •  

Standard financial and other covenants, including debt to EBITDA and EBITDA to interest ratio requirements

A copy of the Credit Agreement is filed as Exhibit 10.1 hereto and incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

10.1 Credit Agreement dated as of June 5, 2012 by and among Owens & Minor Distribution, Inc. and Owens & Minor Medical, Inc. (as Borrowers), Owens & Minor, Inc. and certain of its domestic subsidiaries (as Guarantors), Wells Fargo Bank, N.A. (as Administrative Agent), JPMorgan Chase Bank, N.A. (as Syndication Agent) and a syndicate of banks as specified on the signature pages hereof.

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 thereunto duly authorized.

 

      OWENS & MINOR, INC.
Date: June 8, 2012     By:  

/s/ Grace R. den Hartog

      Name:   Grace R. den Hartog
      Title:   Senior Vice President, General Counsel and Corporate Secretary

Exhibit Index

 

Exhibit
No.

   

Description

10.1    Credit Agreement dated as of June 5, 2012 by and among Owens & Minor Distribution, Inc. and Owens & Minor Medical, Inc. (as Borrowers), Owens & Minor, Inc. and certain of its domestic subsidiaries (as Guarantors), Wells Fargo Bank, N.A. (as Administrative Agent), JPMorgan Chase Bank, N.A. (as Syndication Agent) and a syndicate of banks as specified on the signature pages hereof.
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