-----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, Un1Qnba7QAYEaort7krN4uhzt3nTzMZZUtsUbWtjsA0wqn9O157UdqdkwrWZD2Cr +PpBEZQhz6wVBNp39Tp/dA== 0001157523-06-002172.txt : 20060302 0001157523-06-002172.hdr.sgml : 20060302 20060301195236 ACCESSION NUMBER: 0001157523-06-002172 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060228 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060302 DATE AS OF CHANGE: 20060301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD PARKING CORP CENTRAL INDEX KEY: 0001059262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 161171179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50796 FILM NUMBER: 06657570 BUSINESS ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611-1542 BUSINESS PHONE: 2185220700 MAIL ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611-1542 FORMER COMPANY: FORMER CONFORMED NAME: APCOA STANDARD PARKING INC /DE/ DATE OF NAME CHANGE: 20011126 FORMER COMPANY: FORMER CONFORMED NAME: APCOA INC DATE OF NAME CHANGE: 19980407 8-K 1 a5092823.txt STANDARD PARKING CORPORATION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section l3 and l5(d) of the Securities Exchange Act of l934 February 28, 2006 ----------------- Date of report (date of earliest event reported) STANDARD PARKING CORPORATION ---------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware -------- (State or Other Jurisdiction of Incorporation) 000-50796 16-1171179 --------- ---------- (Commission File Number) (IRS Employer Identification No.) 900 N. Michigan Avenue, Suite 1600, Chicago, Illinois 60611 ----------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (312) 274-2000 -------------- (Registrant's Telephone Number, Including Area Code) 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)) 1 Item 1.01. Entry into a Material Definitive Agreement. On February 28, 2006, the Company entered into an amendment to its Credit Agreement, which, among other things, reduces the pricing by 25 basis points across the entire pricing grid and extends the maturity by six months to December 2, 2007. A copy of the Fourth Amendment to Credit Agreement dated February 28, 2006 is attached as Exhibit 10.1 to this Form 8-K. In addition, a press release describing the transaction is attached as Exhibit 99.1 to this Form 8-K Item 9.01. Exhibits. 10.1 Fourth Amendment to Credit Agreement dated February 28, 2006 among the Company, various Financial Institutions, La Salle Bank National Association and Wells Fargo Bank, N.A. 99.1 Press Release dated March 1, 2006 related to the amended Credit Agreement 2 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. STANDARD PARKING CORPORATION Date: March 1, 2006 By: /s/ G. MARC BAUMANN ----------------------------------- G. Marc Baumann, Chief Financial Officer 3 INDEX TO EXHIBITS EXHIBIT DESCRIPTION OF EXHIBIT - -------- -------------------------------------------------------------------- 10.1 Fourth Amendment to Credit Agreement dated February 28, 2006 among the Company, various Financial Institutions, La Salle Bank National Association and Wells Fargo Bank, N.A. 99.1 Press Release dated March 1, 2006 related to the amended Credit Agreement 4 EX-10.1 2 a5092823ex10-1.txt EXHIBIT 10.1 Exhibit 10.1 FOURTH AMENDMENT TO CREDIT AGREEMENT This Fourth Amendment to Credit Agreement (this "Fourth Amendment") is dated as of the 28 day of February, 2006 and is by and among Standard Parking Corporation, a Delaware corporation (the "Company"), LaSalle Bank National Association ("LaSalle"), in its capacity as Agent for the Lenders party to the Credit Agreement described below and as a Lender, Wells Fargo Bank, N.A. ("Wells Fargo"), as a Lender and as Syndication Agent under such Credit Agreement, U.S. Bank National Association ("U.S. Bank") as a Lender, and Fifth Third Bank Chicago ("Fifth Third"), as a Lender. W I T N E S S E T H: WHEREAS, the Company, LaSalle, Wells Fargo, U.S. Bank and Fifth Third are all of the parties to that certain Credit Agreement dated as of June 2, 2004, as amended (as amended, restated, modified or supplemented and in effect from time to time, the "Credit Agreement"); and WHEREAS, the parties desire to amend the Credit Agreement in certain respects, all as set forth herein; NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Definitions. Capitalized terms used in this Fourth Amendment and not otherwise defined herein are used with the meanings given such terms in the Credit Agreement. In addition, for purposes of this Fourth Amendment the following terms shall have the meanings indicated: "Fourth Amendment Effective Date" means the date upon which this Fourth Amendment to Credit Agreement is executed by the Company, LaSalle, Wells Fargo, U.S. Bank and Fifth Third. 2. Amendments to the Credit Agreement. Effective on the Fourth Amendment Effective Date, the Credit Agreement shall be amended as follows: (A) The definition of Applicable Margin in Section 1.1 shall be amended and restated in its entirety as follows: Applicable Margin means, for any day, the rate per annum set forth below opposite the level (the "Level") then in effect, it being understood that the Applicable Margin for (i) LIBOR Loans shall be the percentage set forth under the column "LIBOR Margin", (ii) Base Rate Loans shall be the percentage set forth under the column "Base Rate Margin", (iii) the Non-Use Fee Rate shall be the percentage set forth under the column "Non-Use Fee Rate" and (iv) the L/C Fee shall be the percentage set forth under the column "L/C Fee Rate": - -------------------------------------------------------------------------------- Total Debt LIBOR Base Rate Non-Use L/C Fee Level to EBITDA Ratio Margin Margin Fee Rate Rate - ----- --------------- ------ ------ -------- ---- - -------------------------------------------------------------------------------- I Greater than or equal to 2.75% 1.25% .375% 2.75% 4.5:1 - -------------------------------------------------------------------------------- II Greater than or equal to 2.50% 1.00% .375% 2.50% 4.0:1 but less than 4.5:1 - -------------------------------------------------------------------------------- III Greater than or equal to 2.25% 0.75% .375% 2.25% 3.5:1 but less than 4.0:1 - -------------------------------------------------------------------------------- IV Less than 3.5:1 2.00% 0.50% .375% 2.00% - -------------------------------------------------------------------------------- The LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and the L/C Fee Rate shall be adjusted, to the extent applicable, on the fifth (5th) Business Day after the Company provides or is required to provide the annual and quarterly financial statements and other information pursuant Section 10.1.1 or 10.1.2, as applicable, and the related Compliance Certificate, pursuant to Section 10.1.3. Notwithstanding anything contained in this paragraph to the contrary, (a) if the Company fails to deliver such financial statements and Compliance Certificate in accordance with the provisions of Section 10.1.1, 10.1.2 and 10.1.3, the LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and the L/C Fee Rate shall be based upon Level I above beginning on the date such financial statements and Compliance Certificate were required to be delivered until the fifth (5th) Business Day after such financial statements and Compliance Certificate are actually delivered, whereupon the Applicable Margin shall be determined by the then current Level; and (b) no reduction to any Applicable Margin shall become effective at any time when an Event of Default has occurred and is continuing. (B) The definition of Change of Control in Section 1.1 shall be amended and restated in its entirety as follows: Change of Control means the occurrence of any of the following: (i) the sale, lease, transfer, conveyance or other disposition (other than in a transaction described in clause (vi) below), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any "person" (as such term is used in subsection 13(d)(3) of the Exchange Act), (ii) the adoption of a plan relating to the liquidation or dissolution of the Company, (iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), other than John V. Holten and/or his Related Parties, becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that a person shall be deemed to have "beneficial ownership" of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition; provided, however, that a bona fide pledgee shall not be deemed to be the beneficial owner of such -2- pledged securities until the pledgee has taken all formal steps necessary which are required to declare a default and determines that the power to vote or to direct the vote or to dispose or to direct the disposition of such pledged securities will be exercised), directly or indirectly, of more than 50% of the Voting Stock of the Company (measured by voting power rather than number of shares), (iv) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors, (v) the occurrence of any "Change of Control" as defined in the 9 1/4% Note Documents or any change of control or similar provision in any other Subordinated Debt, the Preferred Stock or any other preferred Capital Stock of the Company, or (vi) the Company consolidates with, or merges with or into, any Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which more than thirty percent (30%) of the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities or other property. (C) The definition of Termination Date in Section 1.1 shall be amended and restated in its entirety as follows: "Termination Date means the earlier to occur of (a) December 2, 2007 or (b) such other date on which the Commitments terminate pursuant to Section 6 or 13. (D) The definition of Special Payment in Section 1.1 (which was added by the Second Amendment to the Credit Agreement) shall be amended and restated in its entirety as follows: "Special Payment" means any dividend, payment or other distribution in respect of any class of the Company's Capital Securities or any dividend, payment or distribution in connection with the redemption, purchase, retirement or other acquisition, directly or indirectly, of any shares of the Company's Capital Securities which is in compliance with all of the following requirements: (i) such dividend, payment or distribution is made during calendar year 2006; and (ii) the aggregate of all such dividends, payments and distributions in calendar year 2006 shall not exceed the lesser of (x) $6,000,000 or (y) an amount equal to fifty percent (50%) of the Company's consolidated pre-tax income less all cash taxes paid for the most recently ended "Applicable Period" (meaning a period of four Fiscal Quarters then ended) for which internal financial statements in accordance with GAAP (subject to the absence of footnotes and year-end audit adjustments) are available and have been provided to the Lenders; and (iii) on a pro forma basis for any Computation Period for which internal financial statements in accordance with GAAP (subject to the absence of footnotes and year-end audit adjustments) are available and have been provided to the Lenders, taking into account (x) the amount of the dividend, payment or distribution to be made as if made on the last day of the applicable Computation Period and (y) all prior such dividends, payments and distributions made during the applicable Computation Period, -3- (x) the Total Debt to EBITDA Ratio shall not exceed 4.50 to 1.00 (for any Computation Period ending on or before June 30, 2006) or 4.25 to 1.0 (for any Computation Period ending thereafter); and (y) the Company's consolidated net worth shall be not less than $12,000,000 plus an amount equal to fifty percent (50%) of the Company's cumulative positive net income (disregarding, for any month in which a loss occurs, any such loss) for the period from and including January 1, 2005 through the end of the Fiscal Quarter most recently ended for which internal financial statements in accordance with GAAP (subject to the absence of footnotes and year-end audit adjustments) are available and have been provided to the Lenders at the time of the proposed payment; and (z) the Adjusted Fixed Charge Coverage Ratio shall be not less than 1.30 to 1.00. Prior to making any Special Payment, the Company shall deliver to the Agent a written pro forma calculation, signed by a Senior Officer of the Company, prepared in accordance with this definition and setting forth the relevant information in reasonable detail (including a statement of the amount of the Special Payment with respect to which the calculation is being made) demonstrating that such Special Payment is permitted hereby. (E) Section 11.13 shall be amended and restated in its entirety as follows: 11.13 Financial Covenants. 11.13.1 Fixed Charge Coverage Ratio. Not permit the Fixed Charge Coverage Ratio for any Computation Period ending to be less than 1.60 to 1.00 as of the end of any Fiscal Quarter prior to September 30, 2006, and not permit the Fixed Charge Coverage Ratio for any Computation Period thereafter to be less than 1.75 to 1.00. 11.13.2 Senior Debt to EBITDA Ratio. Not permit the Senior Debt to EBITDA Ratio as of the last day of any Computation Period to exceed the applicable ratio set forth below for such Computation Period: Computation Maximum Senior Debt to Period Ending EBITDA Ratio ------------- ------------ 12/31/05 3.25 to 1.00 3/31/06 3.25 to 1.00 6/30/06 3.25 to 1.00 9/30/06 3.00 to 1.00 12/31/06 3.00 to 1.00 3/31/07 and thereafter 2.75 to 1.00 11.13.3 Total Debt to EBITDA Ratio. Not permit the Total Debt to EBITDA Ratio as of the last day of any Computation Period to exceed the applicable ratio set forth below for such Computation Period: -4- Computation Maximum Total Debt to EBITDA Period Ending Ratio ------------- ----- 12/31/05 4.75 to 1.00 3/31/06 4.75 to 1.00 6/30/06 4.75 to 1.00 9/30/06 4.50 to 1.00 12/31/06 4.50 to 1.00 3/31/07 and thereafter 4.00 to 1.00 3. Representations and Warranties and Covenants. To induce LaSalle, Wells Fargo, U.S. Bank and Fifth Third to enter into this Fourth Amendment, the Company represents, warrants and covenants that: (A) the execution, delivery and performance by the Company of this Fourth Amendment have been duly authorized by all requisite corporate action on the part of the Company; (B) this Fourth Amendment has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or by general principals of equity; (C) no Event of Default or Unmatured Event of Default exists as of the date of this Fourth Amendment; and (D) the Company will pay the fees agreed upon in a fee letter between the Company and the Agent, all such fees to be fully earned and non-refundable and payable upon execution by the Company, the Agent and all Lenders parties to this Fourth Amendment. 4. Miscellaneous. (A) Counterparts. This Fourth Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Fourth Amendment to produce or account for more than one such counterpart for each of the parties hereto. Delivery by facsimile by any of the parties hereto of an executed counterpart of this Thir Amendment shall be effective as an original executed counterpart hereof and shall be deemed a representation that an original executed counterpart hereof will be delivered. (B) Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Fourth Amendment. (C) Governing Law. This Fourth Amendment and the rights and obligations of the parties shall be construed and interpreted in accordance with the laws of the State of Illinois. -5- (D) Severability. If any provision of any of this Fourth Amendment is determined to be illegal, invalid or enforceable, such provision shall be fully severable and the remaining provisions shall remain full force and effect and shall be construed without giving effect to the illegal, invalid or enforceable provisions. (E) Successors and Assigns. This Fourth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. (F) References. From and after the date of execution of this Fourth Amendment, any reference to the Credit Agreement contained in any notice, request, certificate or other instrument, document or agreement executed concurrently with or after the execution and delivery of this Fourth Amendment shall be deemed to include this Fourth Amendment unless the context shall otherwise require. (G) Continued Effectiveness. Notwithstanding anything contained herein, the terms of this Fourth Amendment are not intended to and do not serve to effect a novation as to the Credit Agreement. The parties hereto expressly do not intend to extinguish the Credit Agreement in any respect. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Credit Agreement and to confirm that the Credit Agreement, as amended hereby, remains in full force and effect and is hereby reaffirmed in all respects. [Balance of page left intentionally blank; signature page follows.] -6- IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to Credit Agreement as of the date first set forth above. STANDARD PARKING CORPORATION By:________________________________ Name:_____________________________ Title:______________________________ LASALLE BANK NATIONAL ASSOCIATION By:________________________________ Name: _____________________________ Title: ______________________________ WELLS FARGO BANK, N.A. By:________________________________ Name:_____________________________ Title:______________________________ U.S. BANK NATIONAL ASSOCIATION By:________________________________ Name:_____________________________ Title:______________________________ FIFTH THIRD BANK CHICAGO By:________________________________ Name:_____________________________ Title:______________________________ -7- EX-99.1 3 a5092823ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Standard Parking Announces Price Reduction of 25 Basis Points and Extended Maturity of Its Senior Credit Facility CHICAGO--(BUSINESS WIRE)--March 1, 2006--Standard Parking Corporation (NASDAQ:STAN), one of the nation's leading providers of parking management services, announced today that it has completed an amendment to its Senior Credit Facility. The key changes are a reduction in the pricing of its Libor Margin, Base Rate Margin and its Letter of Credit Fee Rate by 25 basis points across the entire pricing grid and the six-month extension of the Facility's maturity to December 2, 2007. Net of the amortization of deferred finance costs, the Company anticipates that the repricing and extended maturity will improve earnings by approximately $0.02 per share over the remainder of fiscal year 2006. For a complete list of the changes to the Senior Credit Facility, please refer to the full agreement, which will be filed by the Company with a Form 8-K. G. Marc Baumann, the Company's Executive Vice President and Chief Financial Officer said, "We are very pleased that for the second time in two years, our lenders have tangibly demonstrated their strong support for our business by reducing the pricing on our Senior Credit Facility. The extension of the Facility's maturity gives us added financial flexibility as we contemplate taking advantage of our many growth opportunities." Standard Parking is a leading national provider of parking facility management services. The Company provides on-site management services at multi-level and surface parking facilities for all major markets of the parking industry. The Company manages over 1,900 parking facilities, containing over one million parking spaces in close to 300 cities across the United States and Canada, including parking-related and shuttle bus operations serving more than 60 airports. More information about Standard Parking is available at www.standardparking.com. You should not construe the information on this website to be a part of this report. Standard Parking's 2004 annual report filed on Form 10-K, its periodic reports on Form 10-Q and 8-K and its Registration Statement on Form S-1 (333-112652) are available on the Internet at www.sec.gov and can also be accessed through the Investor Relations section of the Company's website. DISCLOSURE NOTICE: The information contained in this document is as of March 1, 2006. The Company assumes no obligation to update any forward-looking statements contained in this document as a result of new information or future events or developments. This document and the attachments contain forward-looking information about the Company's financial results that involve substantial risks and uncertainties. You can identify these statements by the fact that they use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "outlook," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Among the factors that could cause actual results to differ materially are the following: an increase in owner-operated parking facilities; changes in patterns of air travel or automobile usage, including effects of changes in gas and airplane fuel prices, effects of weather on travel and transportation patterns or other events affecting local, national and international economic conditions; implementation of the Company's operating and growth strategy, including possible strategic acquisitions; the loss, or renewal on less favorable terms, of management contracts and leases; player strikes or other events affecting major league sports; changes in general economic and business conditions or demographic trends; ongoing integration of past and future acquisitions in light of challenges in retaining key employees, synchronizing business processes and efficiently integrating facilities, marketing and operations; changes in current pricing; development of new, competitive parking-related services; changes in federal and state regulations including those affecting airports, parking lots at airports and automobile use; extraordinary events affecting parking at facilities that we manage, including emergency safety measures, military or terrorist attacks and natural disasters; the Company's ability to renew the Company's insurance policies on acceptable terms, the extent to which the Company's clients purchase insurance through us and the Company's ability to successfully manage self-insured losses; the Company's ability to form and maintain relationships with large real estate owners, managers and developers; the Company's ability to provide performance bonds on acceptable terms to guarantee the Company's performance under certain contracts; the loss of key employees; the Company's ability to develop, deploy and utilize information technology; the Company's ability to refinance the Company's indebtedness; the Company's ability to consummate transactions and integrate newly acquired contracts into the Company's operations; availability, terms and deployment of capital; the amount of net operating losses, if any, the Company may utilize in any year and the ability of Steamboat Industries LLC and its subsidiary to control the Company's major corporate decisions. A further list and description of these risks, uncertainties, and other matters can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, in its periodic reports on Forms 10-Q and 8-K, and in its Registration Statement on Form S-1 (333-112652). CONTACT: Standard Parking Corporation G. Marc Baumann, 312-274-2199 mbaumann@standardparking.com -----END PRIVACY-ENHANCED MESSAGE-----