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): August 16, 2010
(Exact Name of Registrant as specified in Charter)
13515 Ballantyne Corporate Place
Charlotte, North Carolina 28277
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code (704) 752-4400
(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 16, 2010, SPX Corporation (the Company) and each of its subsidiaries guaranteeing the Notes (as defined below) entered into an indenture (the Indenture) with U.S. Bank National Association, as trustee, in connection with the Companys issuance of $600,000,000 aggregate principal amount of the Companys 6.875% senior notes due 2017 (the Notes). The Indenture sets forth the terms of the Notes and the obligations of the Company thereunder. Following is a brief description of the material terms of the Indenture, which summary is qualified in its entirety by reference to the Indenture and the form of Notes attached thereto.
The Notes are unsecured senior obligations of the Company, guaranteed by each of the Companys domestic subsidiaries and future domestic subsidiaries that guarantee obligations under the Companys U.S. senior credit facilities, ranking equal in right of payment with all other existing and future senior unsecured indebtedness of the Company and each subsidiary guarantor, and senior in right to all the Companys and each subsidiary guarantors existing and future subordinated indebtedness. The Notes will mature on September 1, 2017. Interest on the Notes will be payable on March 1 and September 1 of each year, beginning on March 1, 2011.
The Notes have not been registered under the Securities Act of 1933, as amended (the Securities Act) and were sold by the Company in reliance on the exemption from registration provided by Section 4(2) of the Securities Act.
The Company may redeem the notes at any time prior to maturity at a price equal to 100% of the principal amount plus a make-whole premium and accrued and unpaid interest. Prior to September 1, 2013, the Company may further redeem up to 35% of the aggregate principal amount of the Notes with the proceeds from certain equity offerings. If the Company experiences a change of control, as defined in the Indenture, each holder of Notes will have the right to sell to the Company all or a portion of such holders Notes at 101% of their principal amount, plus accrued but unpaid interest, if any, to the date of repurchase.
The Indenture contains covenants that, among other things, limit the Companys and certain of its subsidiaries ability to incur liens, enter into sale and lease-back transactions, and consummate certain mergers. These covenants are subject to a number of important exceptions contained in the Indenture.
The Indenture provides for events of default which, if they occurred, would permit or require the principal, any premium and interest on the Notes to be immediately due and payable.
Registration Rights Agreement
On August 16, 2010, the Company, each of its subsidiaries guaranteeing the Notes and the initial purchasers of the Notes entered into a registration rights agreement (the Registration Rights Agreement) regarding the Notes pursuant to which the Company and the subsidiary guarantors agreed to use their commercially reasonable efforts to file an exchange offer registration statement with the Securities and Exchange Commission for the purpose of exchanging the Notes for notes with substantially identical terms that may be publicly traded within 515 days from August 16, 2010 unless the Notes are freely tradable. In addition, under certain circumstances, the Registration Rights Agreement requires the Company and the subsidiary guarantors to file a shelf registration statement that would permit some of or all the Notes to be offered to the public. If the Company and the subsidiary guarantors fail to comply with certain of their obligations under the Registration Rights Agreement within the time periods set forth therein, the Company will be obligated to pay liquidated damages to the holders of the Notes that are not freely tradable in the amount of 50 basis points.
J.P. Morgan Securities Inc. is representative of the initial purchasers under the Registration Rights Agreement. Under the Companys senior credit facility, J.P. Morgan Securities Inc. serves as joint bookrunning manager and its affiliate serves as a lender and the syndication agent.
Item 2.03. Creation of a Direct Financial Obligation
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and 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.