-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G115Eq25G4hJJczhxvqfb2SodU+RxemDpkl4np34Ga0uylk4cWXpozYcefGEWPEs LfqpzhoB7rj8X1G2LgG2Tw== 0001104659-06-048216.txt : 20060721 0001104659-06-048216.hdr.sgml : 20060721 20060721153637 ACCESSION NUMBER: 0001104659-06-048216 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060720 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060721 DATE AS OF CHANGE: 20060721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHWEITZER MAUDUIT INTERNATIONAL INC CENTRAL INDEX KEY: 0001000623 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 621612879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13948 FILM NUMBER: 06974171 BUSINESS ADDRESS: STREET 1: 100 NORTH POINT CENTER EAST STREET 2: SUITE 600 CITY: ALPHARETTA STATE: GA ZIP: 30022-8246 BUSINESS PHONE: 8005140186 MAIL ADDRESS: STREET 1: 100 NORTH POINT CENTER EAST STREET 2: SUITE 600 CITY: ALPHARETTA STATE: GA ZIP: 30022-8246 8-K 1 a06-16561_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES
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

July 20, 2006
Date of Report (Date of earliest event reported)

__________________________________________

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware

 

1-13948

 

62-1612879

(State or other jurisdiction of

 

(Commission file number)

 

(I.R.S. Employer

incorporation or organization)

 

 

 

Identification No.)

 

 

 

 

 

100 North Point Center East, Suite 600

 

 

 

 

Alpharetta, Georgia

 

 

 

30022

(Address of principal executive offices)

 

 

 

(Zip code)

 

1-800-514-0186
(Registrant’s telephone number, including area code)

______________

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 240.13c-4(c))

 

 




 

Item 1.01                        Entry into a Material Definitive Agreement and

Item 2.03                        Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On July 20, 2006, Schweitzer-Mauduit International, Inc. (“the Company”) and Schweitzer-Mauduit France S.A.R.L., a wholly-owned subsidiary of the Company, entered into a new unsecured credit agreement with a group of banks led by three mandated lead arrangers, Natexis Banques Populaires, Société Générale Corporate & Investment Banking and SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc. (“Credit Agreement”) to refinance its existing bank credit agreement.  The Credit Agreement is effective July 31, 2006 and provides for (a) additional borrowing capacity of approximately $60 million, increasing the total facilities to approximately $195 million from approximately $135 million, (b) a reduced number of tranches from four to two, (c) extended terms, with the maturity date of the new facilities being no earlier than five years, (d) lower margins and (e) fewer, less restrictive financial covenant requirements.

The Credit Agreement provides for a $95 million U.S. revolving credit facility or U.S. revolver and an €80 million revolving credit facility or Euro revolver, both with 5-year terms, plus two one-year extension options, with the extensions at the discretion of the participating banks.  The Credit Agreement is guaranteed by the Company and contains representations and warranties which are customary for facilities of this type and covenants and provisions that, among other things, require the Company to maintain (a) a Net Debt to Equity Ratio not to exceed 1.0 and (b) a Net Debt to Adjusted EBITDA Ratio not to exceed 3.0.  The increased amount of the facility and its favorable terms will provide greater flexibility to pursue possible restructuring activities in France and the United States and various strategic opportunities.  Repayment of amounts drawn under the Credit Agreement may be accelerated in limited circumstances, which include events of default not timely cured and change of control events.  Expected draws are anticipated for (a) repaying borrowings under the existing credit agreement, (b) working capital needs throughout the year (c) funding the Company’s joint venture in China and (d) other general corporate purposes.  Borrowings against the new facilities are expected to aggregate the U.S. dollar equivalent of approximately $70 to $100 million during the balance of 2006.  Under the Credit Agreement, interest rates are at market rates, based on the London Interbank Offered Rate (LIBOR) for U.S. dollar borrowings and the Euro Interbank Offered Rate (EURIBOR) for euro borrowings, plus an applicable margin that varies from 0.35 percent to 0.75 percent per annum depending on the Net Debt to Adjusted EBITDA Ratio, as defined in the Credit Agreement.  The Company will incur commitment fees at an annual rate of either 0.30 or 0.35 percent of the applicable margin on the committed amounts not drawn, depending on the Net Debt to Adjusted EBITDA Ratio.

The Credit Agreement replaces the existing credit facility executed on January 31, 2002 that was scheduled to expire in January 2007.

Item 9.01        Financial Statements and Exhibits.

(c)  Exhibits

99.1                             Press Release, dated July 21, 2006, of Schweitzer-Mauduit International, Inc., announcing completion of a new syndicated revolving bank credit facility.




SIGNATURES

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.

 

Schweitzer-Mauduit International, Inc.

 

 

 

 

By:

/s/ PAUL C. ROBERTS

 

 

Paul C. Roberts

 

 

Chief Financial Officer and Treasurer

 

Dated:  July 21, 2006




SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
Current Report on Form 8-K
Dated July 20, 2006

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

99.1

 

Press Release, dated July 21, 2006, of Schweitzer-Mauduit International, Inc., announcing completion of a new syndicated revolving bank credit facility.

 



EX-99.1 2 a06-16561_1ex99d1.htm EX-99

 

EXHIBIT 99.1

PRESS RELEASE

Contact:          

 

Bill Foust

 

Paul Roberts

 

 

770-569-4203

 

770-569-4277

 

SCHWEITZER-MAUDUIT ANNOUNCES COMPLETION OF NEW SYNDICATED REVOLVING BANK CREDIT FACILITY

Alpharetta, GA, July 21, 2006. Schweitzer-Mauduit International, Inc. (NYSE: SWM) today announced the successful completion and signing of a new multi-currency revolving bank credit facility in the amount of approximately $195 million that will be effective July 31, 2006.  The new arrangement replaces an existing bank credit facility of approximately $135 million that has been in place since January 2002 and which expires in January 2007.  The new facility consists of two tranches, a $95 million tranche and an €80 million tranche. Both tranches have a five-year maturity, with two one-year extension options exercisable on the first and second anniversary, subject to the banks’ consent.

Natexis Banques Populaires, Société Générale Corporate & Investment Banking and SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc., acted as Mandated Lead Arrangers. Société Générale Corporate & Investment Banking was the sole Bookrunner for the transaction. The other participating banks include JP Morgan Chase, Crédit Lyonnais, BNP Paribas and the Bank of China.  The new credit facility enjoyed strong bank support and demonstrates Schweitzer-Mauduit’s strong relationship with its bank group. The facility was oversubscribed but the Company opted not to increase the facility amount.  The facility will be used to refinance the existing bank credit facility and for general corporate purposes.

Paul C. Roberts, SWM’s Chief Financial Officer and Treasurer, said, “We are very pleased with the support and confidence shown by the banking community for Schweitzer-Mauduit and we look forward to building upon our relationships with the banks that have committed to the new credit facility. The increased amount of the facility and its favorable terms will provide us greater flexibility to pursue possible restructuring activities in France and the United States and various strategic opportunities.”

Schweitzer-Mauduit International, Inc. is a diversified producer of premium specialty papers and the world’s largest supplier of fine papers to the tobacco industry. It also manufactures specialty papers for use in alkaline batteries, vacuum cleaner bags, overlay products, saturating base papers, business forms and printing and packaging applications. Schweitzer-Mauduit and its subsidiaries conduct business in over 90 countries and employ 3,600 people worldwide, with operations in the United States, France, Brazil, the Philippines, Indonesia and Canada. For further information, please visit the Company’s Web site at www.schweitzer-mauduit.com.

 



-----END PRIVACY-ENHANCED MESSAGE-----