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
Date of report (Date of earliest event reported): August 5, 2013
Intermec, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-13279 | 95-4647021 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(I.R.S. Employer Identification Number) |
| 6001 36th Avenue West | ||
| Everett, Washington www.intermec.com |
98203-1264 | |
| (Address of principal executive offices and internet site) | (Zip 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:
| ¨ | 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. |
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 August 5, 2013, we entered into a Seventh Amendment to Amended and Restated Credit Agreement (the “Seventh Amendment”) with Wells Fargo Bank, modifying certain financial covenants contained in the Credit Agreement. The Seventh Amendment modifies the financial covenant related to minimum Adjusted EBITDA, reducing such minimum for each of the trailing twelve month periods ended with the first and second fiscal quarters of 2014, 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 Seventh Amendment also modifies the calculation of Adjusted EBITDA by including transaction expenses incurred in connection with, or arising out of, our proposed acquisition by Honeywell International, Inc. (the “Merger”) among the amounts added back to earnings. Other than as contemplated by the Seventh Amendment, all other material terms and conditions of the Credit Agreement remain the same.
The foregoing description of the Seventh Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Seventh Amendment, which is filed as Exhibit 10.1 to this current report and is incorporated herein by reference. In addition:
| • | a copy of the Credit Agreement is incorporated herein by reference as Exhibit 10.2, |
| • | a copy of the First Amendment to Amended and Restated Credit Agreement, dated as of March 3, 2011, by and between Intermec, Inc. and Wells Fargo Bank, National Association is incorporated herein by reference as Exhibit 10.3, |
| • | a copy of the Second Amendment to Amended and Restated Credit Agreement, dated as of December 21, 2011, by and between Intermec, Inc. and Wells Fargo Bank, National Association is incorporated herein by reference as Exhibit 10.4, |
| • | a copy of the Third Amendment to Amended and Restated Credit Agreement, dated as of February 2, 2012, by and between Intermec, Inc. and Wells Fargo Bank, National Association is incorporated herein by reference as Exhibit 10.5, |
| • | a copy of the Fourth Amendment to Amended and Restated Credit Agreement, dated as of April 30, 2012, by and between Intermec, Inc. and Wells Fargo Bank, National Association is incorporated herein by reference as Exhibit 10.6, |
| • | a copy of the Fifth Amendment to Amended and Restated Credit Agreement, dated as of October 31, 2012, by and between Intermec, Inc. and Wells Fargo Bank, National Association is incorporated herein by reference as Exhibit 10.7, and |
| • | a copy of the Sixth Amendment to Amended and Restated Credit Agreement, dated as of February 2, 2013, by and between Intermec, Inc. and Wells Fargo Bank, National Association is incorporated herein by reference as Exhibit 10.8. |
Forward-Looking Statements
Statements made in this release and related statements that express Intermec’s or our management’s intentions, hopes, indications, beliefs, expectations, guidance, estimates, forecasts or predictions of the future constitute forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, and relate to matters that are not historical facts. The forward-looking statements contained herein include, without limitation, statements regarding: the potential acquisition of Intermec by Honeywell International Inc. pursuant to a merger agreement adopted by Intermec stockholders in March 2013 and whether or when such acquisition is completed following, among other things, applicable regulatory approvals. When used in this document and in documents it refers to, the words “anticipate,” “believe,” “will,” “intend,” “project” and “expect” and similar expressions as they relate to us or our management are intended to identify such forward-looking statements. These statements represent beliefs and expectations only as of the date they were made. We may elect to update forward-looking statements, but we expressly disclaim any obligation to do so, even if our beliefs and expectations change.
Actual results may differ from those expressed or implied in our forward-looking statements. Such forward-looking statements involve and are subject to certain risks and uncertainties, which may cause our actual results to differ materially from those discussed in a forward-looking statement. These risk factors include, but are not limited to, risks and uncertainties associated with the receipt of applicable regulatory approval or clearance for the Merger and the timing of closing the Merger, if at all, and other risks and uncertainties described more fully in our reports filed or to be filed with the Securities and Exchange Commission including, but not limited to, our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, which are available, among other places, at the investor relations tab of Intermec’s website, on our website at www.intermec.com (which website is not incorporated herein by reference).
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 10.1 | Seventh Amendment to Amended and Restated Credit Agreement, dated as of August 5, 2013, by and between Intermec, Inc., a Delaware corporation, and Wells Fargo Bank, National Association. | |
| 10.2 | Amended and Restated Credit Agreement, dated as of January 14, 2011, by and between Intermec, Inc., a Delaware corporation, and Wells Fargo Bank, National Association (filed as Exhibit 10.2 to Intermec’s current report on Form 8-K dated January 14, 2011 and incorporated herein by reference). | |
| 10.3 | First Amendment to Amended and Restated Credit Agreement, dated as of March 3, 2011, by and between Intermec, Inc., a Delaware corporation, and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to Intermec’s current report on Form 8-K dated March 3, 2011 and incorporated herein by reference). | |
| 10.4 | Second Amendment to Amended and Restated Credit Agreement, dated as of December 21, 2011, by and between Intermec, Inc., a Delaware corporation, and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to Intermec’s current report on Form 8-K dated December 21, 2011 and incorporated herein by reference). | |
| 10.5 | Third Amendment to Amended and Restated Credit Agreement, dated as of February 2, 2012, by and between Intermec, Inc., a Delaware corporation, and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to Intermec’s current report on Form 8-K dated February 2, 2012 and incorporated herein by reference). | |
| 10.6 | Fourth Amendment to Amended and Restated Credit Agreement, dated as of April 30, 2012, by and between Intermec, Inc., a Delaware corporation, and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to Intermec’s current report on Form 8-K dated April 30, 2012 and incorporated herein by reference). | |
| 10.7 | Fifth Amendment to Amended and Restated Credit Agreement, dated as of October 31, 2012, by and between Intermec, Inc., a Delaware corporation, and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to Intermec’s current report on Form 8-K dated October 31, 2012 and incorporated herein by reference). | |
| 10.8 | Sixth Amendment to Amended and Restated Credit Agreement, executed on February 14, 2013, by and between Intermec, Inc., a Delaware corporation, and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to Intermec’s current report on Form 8-K dated February 14, 2013 and incorporated herein by reference). | |
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.
| Intermec, Inc. | ||||||
| (Registrant) | ||||||
| Date: August 8, 2013 | By: | /s/ Robert J. Driessnack | ||||
| Robert J. Driessnack | ||||||
| Senior Vice President, Chief Financial Officer | ||||||
Intermec, Inc.
Exhibit Index
| Exhibit |
Description | |
| 10.1 | Seventh Amendment to Amended and Restated Credit Agreement, dated as of August 5, 2013, by and between Intermec, Inc., a Delaware corporation, and Wells Fargo Bank, National Association. | |
| 10.2 | Amended and Restated Credit Agreement, dated as of January 14, 2011, by and between Intermec, Inc., a Delaware corporation, and Wells Fargo Bank, National Association (filed as Exhibit 10.2 to Intermec’s current report on Form 8-K dated January 14, 2011 and incorporated herein by reference). | |
| 10.3 | First Amendment to Amended and Restated Credit Agreement, dated as of March 3, 2011, by and between Intermec, Inc., a Delaware corporation, and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to Intermec’s current report on Form 8-K dated March 3, 2011 and incorporated herein by reference). | |
| 10.4 | Second Amendment to Amended and Restated Credit Agreement, dated as of December 21, 2011, by and between Intermec, Inc., a Delaware corporation, and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to Intermec’s current report on Form 8-K dated December 21, 2011 and incorporated herein by reference). | |
| 10.5 | Third Amendment to Amended and Restated Credit Agreement, dated as of February 2, 2012, by and between Intermec, Inc., a Delaware corporation, and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to Intermec’s current report on Form 8-K dated February 2, 2012 and incorporated herein by reference). | |
| 10.6 | Fourth Amendment to Amended and Restated Credit Agreement, dated as of April 30, 2012, by and between Intermec, Inc., a Delaware corporation, and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to Intermec’s current report on Form 8-K dated April 30, 2012 and incorporated herein by reference). | |
| 10.7 | Fifth Amendment to Amended and Restated Credit Agreement, dated as of October 31, 2012, by and between Intermec, Inc., a Delaware corporation, and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to Intermec’s current report on Form 8-K dated October 31, 2012 and incorporated herein by reference). | |
| 10.8 | Sixth Amendment to Amended and Restated Credit Agreement, executed on February 14, 2013, by and between Intermec, Inc., a Delaware corporation, and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to Intermec’s current report on Form 8-K dated February 14, 2013 and incorporated herein by reference). | |
Exhibit 10.1
SEVENTH AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is entered into effective as of August 5, 2013, by and between INTERMEC, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
RECITALS
Borrower and Bank are parties to that certain Amended and Restated Credit Agreement dated January 14, 2011 (as amended, the “Credit Agreement”). Borrower and Bank desire to amend the Credit Agreement in the manner set forth below. All capitalized terms used herein and not otherwise defined herein shall have the meaning attributed to them in the Credit Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties contained herein, Borrower and Bank hereby agree as follows:
1. Section 4.9(a). Section 4.9(a) of the Credit Agreement is amended in its entirety to read as follows:
“(a) Borrower’s Adjusted EBITDA not less than $25,000,000 as of the end of Borrower’s second fiscal quarter of 2012, not less than $35,000,000 as of the end of Borrower’s third and fourth fiscal quarters of 2012 and as of the end of each of Borrower’s fiscal quarters of 2013 and as of the end of Borrower’s first and second fiscal quarters of 2014, and not less than $45,000,000 as of the end of Borrower’s third fiscal quarter of 2014 and as of the end of each subsequent fiscal quarter of Borrower. “Borrower’s Adjusted EBITDA” means, as of the end of a fiscal quarter of Borrower, Borrower’s net income before tax for the four fiscal quarters ending with such fiscal quarter plus interest expense (net of capitalized interest expense), depreciation expense and amortization expense for such period, plus any of the following for such period to the extent decreasing net income: (i) any non-cash compensation expense recorded from grants of stock appreciation, stock options, restricted stock or other similar rights to officers, directors and other employees, (ii) any non-cash item or deduction recorded in accordance with any change in GAAP during or effective as of such period, (iii) any other non-cash item (other than any non-cash charges to the extent such charges represent an accrual of or reserve for cash expenditures in any future period), (iv) with respect to the portion of such period ending before April 3, 2012, extraordinary, non-recurring or one-time expenses, losses or charges not to exceed $10,000,000 for such portion of such period, plus Historical EBITDA for such portion of such period, plus Target Acquisition Costs for such portion of such period, and (v) any Borrower Transaction Expenses (as defined below) incurred or subject to
PAGE 1
reimbursement by Borrower. “Borrower Transaction Expenses” means an amount equal to any fees, costs and expenses incurred or subject to reimbursement by Borrower or any of its Subsidiaries in connection with (A) that certain Agreement and Plan of Merger, dated as of December 9, 2012, by and among Borrower, Honeywell International Inc., a Delaware corporation, and Hawkeye Merger Sub Corp., a Delaware corporation (the “Merger Agreement”), (B) the transactions contemplated by the Merger Agreement, and (C) the strategic process undertaken by the Borrower that resulted in the entry into the Merger Agreement, including all costs, fees and expenses incurred in connection with any and all actions, suits, litigation, or proceedings related to, arising out of, or commenced or threatened in connection with the entry into or the announcement or pendency of the Merger Agreement, the transactions contemplated by the Merger Agreement, or the strategic process undertaken by Borrower related thereto.”
2. Ratification. Except as otherwise provided in this Seventh Amendment, all of the provisions of the Credit Agreement are hereby ratified and confirmed and shall remain in full force and effect.
3. One Agreement. The Credit Agreement, as modified by the provisions of this Seventh Amendment, shall be construed as one agreement.
4. Effective Date. This Seventh Amendment shall be effective as of August 5, 2013, upon execution and delivery by the parties of this Seventh Amendment and the attached Guarantors’ Acknowledgement, Consent and Reaffirmation.
5. Counterparts. This Seventh Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Seventh Amendment by fax or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Seventh Amendment.
[Signature page follows]
PAGE 2
IN WITNESS WHEREOF, this Seventh Amendment to Amended and Restated Credit Agreement has been duly executed.
| INTERMEC, INC. | ||
| By: | /s/ Frank McCallick | |
| Frank McCallick | ||
| Treasurer, Vice President Tax | ||
| WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
| By: | /s/ Gloria Nemechek | |
| Gloria Nemechek | ||
| Senior Vice President | ||
SIGNATURE PAGE TO SEVENTH AMENDMENT TO AR WELLS FARGO CREDIT FACILITY