-----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, Hh8B9HdLZRcuIwfgAc/Vx24LycyGHrZTl0bE9oD8WQKRdeSqICPm6i1BdAsguqe9 FjLNugdrYJmobGS1bm49xg== 0001193125-10-220960.txt : 20100930 0001193125-10-220960.hdr.sgml : 20100930 20100930153352 ACCESSION NUMBER: 0001193125-10-220960 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100930 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100930 DATE AS OF CHANGE: 20100930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE LAUNDRY CORP CENTRAL INDEX KEY: 0001063697 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 391928505 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-56857-01 FILM NUMBER: 101099174 BUSINESS ADDRESS: STREET 1: ALLIANCE LAUNDRY CORP STREET 2: P.O. BOX 990 CITY: RIPON STATE: WI ZIP: 54971-0990 BUSINESS PHONE: 9207481634 MAIL ADDRESS: STREET 1: ALLIANCE LAUNDRY CORP STREET 2: P.O. BOX 990 CITY: RIPON STATE: WI ZIP: 54971-0990 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE LAUNDRY HOLDINGS LLC CENTRAL INDEX KEY: 0001063698 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 522055893 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-56857-02 FILM NUMBER: 101099173 BUSINESS ADDRESS: STREET 1: ALLIANCE LAUNDRY HOLDINGS LLC STREET 2: P.O. BOX 990 CITY: RIPON STATE: WI ZIP: 54971-0990 BUSINESS PHONE: 9207481634 MAIL ADDRESS: STREET 1: ALLIANCE LAUNDRY HOLDINGS LLC STREET 2: P.O. BOX 990 CITY: RIPON STATE: WI ZIP: 54971-0990 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE LAUNDRY SYSTEMS LLC CENTRAL INDEX KEY: 0001063699 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 391927923 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-56857 FILM NUMBER: 101099172 BUSINESS ADDRESS: STREET 1: ALLIANCE LAUNDRY SYSTEMS STREET 2: P.O. BOX 990 CITY: RIPON STATE: WI ZIP: 54971-0990 BUSINESS PHONE: 9207481634 MAIL ADDRESS: STREET 1: ALLIANCE LAUNDRY SYSTEMS STREET 2: P.O. BOX 990 CITY: RIPON STATE: WI ZIP: 54971-0990 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 30, 2010 (September 30, 2010)

 

 

ALLIANCE LAUNDRY SYSTEMS LLC

ALLIANCE LAUNDRY CORPORATION

ALLIANCE LAUNDRY HOLDINGS LLC

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   333-56857   39-1927923
DELAWARE   333-56857-01   39-1928505
DELAWARE   333-56857-02   52-2055893

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Shepard Street, P.O. Box 990

RIPON, WISCONSIN 54971-0990

(Address of Principal executive offices, including Zip Code)

(920) 748-3121

(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:

 

¨ 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.

On September 30, 2010, Alliance Laundry Systems LLC (“Alliance Laundry”) and Alliance Laundry Holdings LLC (“Holdings”) entered into a credit agreement, dated as of September 30, 2010 (the “Credit Agreement”), with the lenders from time to time party thereto, BMO Capital Markets and Morgan Stanley Senior Funding, Inc., as co-syndication agents, The Bank of Nova Scotia and The PrivateBank and Trust Company, as co-documentation agents and Bank of America, N.A., as administrative agent, swing line lender and an issuing lender.

The Credit Agreement provides for a five-year $60.0 million revolving credit facility (the “Revolving Credit Facility”) and a six-year $285.0 million term loan facility (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Facilities”). On September 30, 2010, the Term Loan Facility was drawn in full (the “Term Loans”), but the Revolving Credit Facility remained undrawn, except for the refinancing of outstanding letters of credit. The Term Loans amortize at 1% per annum with the balance due at maturity. Any unused portion of the Revolving Credit Facility will be subject to a commitment fee of 0.75% per annum, subject to step downs based on certain financial ratios.

Borrowings under the Facilities will bear interest, at the option of Alliance Laundry, at a rate equal to an applicable margin plus (a) the base rate or (b) the eurodollar rate, which will be the rate, elected by Alliance Laundry, at which eurodollar deposits for one, two, three or six months are offered in the interbank eurodollar market (“Eurodollar Rate”), subject to a LIBOR floor of 1.75%. The applicable margin for the Facilities is initially 3.50% with respect to base rate loans and 4.50% with respect to eurodollar loans, subject to steps downs based on certain financial ratios.

The obligations of Alliance Laundry under the Credit Agreement are secured by a lien on substantially all assets (subject to certain exceptions) of Holdings, Alliance Laundry and Alliance Laundry Corporation, a wholly owned subsidiary of Alliance Laundry (“ALC”), and will also be secured by substantially all assets of their future material domestic subsidiaries (subject to certain exceptions) and are guaranteed by Holdings and ALC and their future material domestic subsidiaries (subject to certain exceptions).

The Credit Agreement contains a number of negative covenants that limit Holdings, Alliance Laundry, ALC and certain of their subsidiaries from, among other things, incurring other indebtedness, entering into merger, consolidation, liquidation or dissolution transactions, disposing of their assets, making certain restricted payments, creating any liens on their assets, creating guarantee obligations, entering into sale and leaseback transactions, transactions with affiliates, changing lines of business and changing the passive holding company status of Holdings. The Credit Agreement also requires the maintenance of certain quarterly financial and operating ratios, including an interest coverage ratio and a total leverage ratio.

 

Item 8.01 Other Events.

On September 30, 2010, Alliance Laundry issued a press release announcing its entry into the Credit Agreement and that it and ALC have consummated the early settlement of their previously announced cash tender offer and consent solicitation for any and all of their 8 1/2% Senior Subordinated Notes due 2013 (the “Notes”). A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

The amendments to the indenture, dated as of January 27, 2005, as amended by the supplemental indenture, dated as of January 27, 2005, and as further amended by the second supplemental indenture, dated as of July 20, 2006 (the “Indenture”), among Alliance Laundry, ALC, Holdings and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), relating to the Notes, for which consents were solicited, and as contained in the third supplemental indenture, dated as of September 22, 2010, among Alliance Laundry, ALC, Holdings and the Trustee, became operative upon consummation of the early settlement of the tender offer.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit 99.1    Press Release, dated September 30, 2010


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.

 

   

ALLIANCE LAUNDRY SYSTEMS LLC

(Registrant)

      /S/    BRUCE P. ROUNDS        

Date: September 30, 2010

    Name:   Bruce P. Rounds
    Title:   Vice President Chief Financial Officer
   

ALLIANCE LAUNDRY CORPORATION

(Registrant)

      /S/    BRUCE P. ROUNDS        

Date: September 30, 2010

    Name:   Bruce P. Rounds
    Title:   Vice President Chief Financial Officer
   

ALLIANCE LAUNDRY HOLDINGS LLC

(Registrant)

      /S/    BRUCE P. ROUNDS        

Date: September 30, 2010

    Name:   Bruce P. Rounds
    Title:   Vice President Chief Financial Officer
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Alliance Laundry Systems LLC Announces Entry into New Credit Facilities and Early Settlement of Tender Offer

Ripon, Wis. – September 30, 2010 – Alliance Laundry Systems LLC (“Alliance Laundry”) announced today that it, along with its parent company Alliance Laundry Holdings LLC (“Holdings”), has entered into a credit agreement, dated as of September 30, 2010 (the “Credit Agreement”), among Alliance Laundry, Holdings, the lenders from time to time party thereto, BMO Capital Markets and Morgan Stanley Senior Funding, Inc., as co-syndication agents, The Bank of Nova Scotia and The PrivateBank and Trust Company, as co-documentation agents and Bank of America, N.A., as administrative agent, swing line lender and an issuing lender and that it and Alliance Laundry Corporation, its wholly owned subsidiary (“ALC” and together with Alliance Laundry, the “Issuers”), have consummated the early settlement of their previously announced cash tender offer (the “Tender Offer”) and consent solicitation (the “Consent Solicitation” and together with the Tender Offer, the “Offer”) for any and all of their 8 1/2% Senior Subordinated Notes due 2013 (CUSIP No. 001623AB3) (the “Notes”).

The Issuers used the net proceeds from term loan borrowings under the Credit Agreement, together with other available funds, to fund the payment of consideration and costs relating to the Offer. On September 29, 2010 (the “Initial Acceptance Date”), the Issuers accepted for purchase and payment (the “Early Settlement”) all of the Notes that were validly tendered at or prior to the Initial Acceptance Date. As of 5:00 p.m., New York City time, on the Initial Acceptance Date, $149,315,000 aggregate principal amount of the Notes had been validly tendered and not withdrawn, which represented 99.54% of the outstanding aggregate principal amount of the Notes. Payment for the Notes pursuant to the Early Settlement was made today (the “Initial Payment Date”). Holders of Notes who tendered their Notes received $1,027.50 for each $1,000 principal amount of the Notes validly tendered (which included a consent payment of $25.00 per $1,000 principal amount of the Notes), plus any accrued and unpaid interest up to, but not including, the Initial Payment Date.

The Offer will remain open until 8:00 a.m., New York City time, on October 7, 2010, unless otherwise extended.

The Issuers have engaged BofA Merrill Lynch as Dealer Manager and Solicitation Agent for the Offer. Persons with questions regarding the Offer should contact BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 388-9217 (collect). Requests for copies of the Offer to Purchase and Consent Solicitation Statement, dated September 9, 2010 (the “Statement”) or other tender offer materials may be directed to Georgeson Inc., the Information Agent, at (866) 628-6021 (toll free) or (212) 440-9800 (collect).

This press release does not constitute an offer to purchase the Notes or a solicitation of consents to amend the related indenture. The Offer is made solely pursuant to the Statement. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About Alliance Laundry Systems LLC

Based in Ripon, Wis., Alliance Laundry Systems LLC is a leading global manufacturer of commercial laundry products and provider of services for laundromats, multi-housing laundries and on-premises laundries. Alliance Laundry offers a full line of washers and dryers with load capacities from 12 to 200 pounds for commercial and consumer use. The company’s products are sold under the well-known brand names Speed Queenâ, UniMacâ, Huebschâ, Cissellâ and IPSOâ.


This press release contains forward-looking statements conveying management’s expectations as to the future based on current plans, estimates and projections. Forward-looking statements involve inherent risks and uncertainties and Alliance Laundry cautions you that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained in this press release include statements related to the Offer, including the expiration and possible completion of the Offer. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Alliance Laundry does not undertake to update any of these statements in light of new information or future events, except, with respect to the Offer, as specifically set forth in this press release.

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