Source Interlink Companies 8-K 2008
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): June 26, 2008
Source Interlink Companies, Inc.
(Exact Name of Registrant as Specified in Charter)
27500 Riverview Center Blvd., Bonita Springs, FL 34134
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (239) 949-4450
(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.
On June 26, 2008, Source Interlink Companies, Inc. (the Company) consummated the refinancing and permanent retirement of all of its indebtedness under that certain Senior Subordinated Bridge Loan Agreement (the Bridge Loan Agreement), dated as of August 1, 2007, by and between the Company, certain subsidiaries of the Company as guarantors, Citigroup North America Inc. (CNAI), JPMorgan Chase Bank N.A. (JPMC) and the lenders party thereto. This refinancing and permanent retirement was effected through the exchange of the Companys 11.25% Senior Notes due 2015 (the Senior Notes) for the termination of the Companys indebtedness under the Bridge Loan Agreement. The Senior Notes were offered in a transaction exempt from the registration requirements of the Securities Act of 1933. Furthermore, in connection therewith, the Company entered into a Registration Rights Agreement (the Registration Rights Agreement), dated as of June 26, 2008 by and between the Company, certain subsidiaries of the Company as guarantors, Citigroup Global Markets Inc., JPMorgan Securities Inc., CNAI and JPMC.
A copy of the Registration Rights Agreement is attached to this report as Exhibit 4.1.
2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The Senior Notes were issued under an Indenture (the Indenture), dated as of June 23, 2008, by and between the Company, certain of the Companys subsidiaries and HSBC Bank USA, National Association, as Trustee,
A specimen Senior Note and a copy of the Indenture governing the Senior Notes are attached to this report as Exhibit 4.2 and Exhibit 4.3 respectively.
Item 9.01. Exhibits.
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.