8-K 1 a8klenderpresentation.htm HCHC LENDER PRESENTATION DATED APRIL 10, 2013 8K Lender presentation
 
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): April 10, 2013


HARLAND CLARKE HOLDINGS CORP.
(Exact name of registrant as specified in its charter)

Delaware
333-133253
84-1696500
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 
10931 Laureate Drive, San Antonio, Texas
 
78249
(Address of principal executive offices)
 
(Zip code)
(210) 694-8888
(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)
 
 
 
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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 2.02 Results of Operations and Financial Condition
On April 10, 2013, Harland Clarke Holdings Corp. (the "Company") will be providing the information furnished as Exhibit 99.1 to this Report to certain lenders in connection with a lender presentation described in Item 7.01 below in anticipation of a possible $750 million term loan syndication. The information furnished as Exhibit 99.1 to this Report on Form 8-K is incorporated by reference in this Item 2.02.

Item 7.01 Regulation FD Disclosure
The Company scheduled a lender presentation to be held on April 10, 2013 to discuss a possible $750 million term loan syndication, proceeds from which would be used to refinance its outstanding term loans that mature in 2014 and fund estimated fees and expenses. There can be no assurances that any such term loan syndication will be completed. The Company was in compliance with all applicable covenants under its existing senior secured term loan agreement as of March 31, 2013 and the date of this filing.
The Company is furnishing the foregoing information in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Statements made in this Form 8-K, which are not historical facts, including statements about the Company's plans, strategies, focus, beliefs and expectations, are forward-looking and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date they are made and, except for the Company's ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statement, whether to reflect actual results of operations; changes in financial condition; changes in general U.S. or international economic or industry conditions; changes in estimates, expectations or assumptions; or other circumstances, conditions, developments or events arising after the filing of this Form 8-K. Such forward-looking statements include, without limitation, the Company's beliefs, expectations, focus and/or plans about future events, including those regarding a possible term loan syndication, given current market conditions, as part of the Company's strategy to continue to improve its capital structure. Actual results may differ materially from such forward-looking statements for a number of reasons, including those set forth in our filings with the SEC, including without limitation, our 2012 Annual Report on Form 10-K filed with the SEC in February 2013 and Current Reports on Form 8-K that we have filed or will file with the SEC during 2013 (which may be viewed on the SEC's website at http://www.sec.gov), as well as reasons including difficulties, delays, unanticipated costs or the Company's inability to complete a term loan syndication, in whole or in part. Factors other than those listed above could also cause the Company's results to differ materially from expected results. Additionally, the business and financial materials and any other statement or disclosure on, or made available through, the Company's websites or other websites referenced herein shall not be incorporated by reference into this Form 8-K.

Item 9.01 Financial Statements and Exhibits
Exhibit 99.1
 
Lender Presentation dated April 10, 2013







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 thereunto duly authorized.
 
 
HARLAND CLARKE HOLDINGS CORP.
 
 
 
 
Date:
April 10, 2013
By:  
/s/ Martin Wexler
 
 
 
Martin Wexler
Vice President and Treasurer







EXHIBIT INDEX

Exhibit Number

 
Description
 
 
 
99.1

 
Lender Presentation dated April 10, 2013