-----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, JcfQ3zx5tcSUoc6TmoXXUlqwNAZye9/8tS93j63QLaHhbbDq0tbN3macHUvLwH2B AJHr3y+bQYDW6sCPi8RSRA== 0001102624-07-000154.txt : 20070613 0001102624-07-000154.hdr.sgml : 20070613 20070613142941 ACCESSION NUMBER: 0001102624-07-000154 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070612 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070613 DATE AS OF CHANGE: 20070613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAYNE ANDERSON ENERGY DEVELOPMENT CO CENTRAL INDEX KEY: 0001363890 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00725 FILM NUMBER: 07917206 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA STREET STREET 2: SUITE 4550 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-493-2000 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET STREET 2: SUITE 4550 CITY: HOUSTON STATE: TX ZIP: 77002 8-K 1 kayneanderson8k.htm KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY 8-K


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: June 12, 2007
(Date of earliest event reported)

Kayne Anderson Energy Development Company
(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction
of incorporation)
814-00725
(Commission File Number)
20-4991752
(IRS Employer
Identification Number)

717 Texas Avenue, Suite 3100, Houston,TX
(Address of principal executive offices)
  77002
(Zip Code)

713-493-2020
(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:
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 240.13e-4(c))

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

On June 11, 2007, Kayne Anderson Energy Development Company, a Maryland corporation (the "Company"), borrowed $22,000,000 pursuant to that certain Senior Secured Revolving Credit Agreement (the "Investment Credit Agreement") dated as of June 4, 2007 among the Company, the lenders party thereto, SunTrust Bank, as administrative agent for the lenders, and Citibank, N.A. as syndication agent, in connection with a portfolio investment by the Company. The Company had not previously borrowed any amounts pursuant to the Investment Credit Agreement.

Under the Investment Credit Agreement, the lenders have agreed to extend revolving credit to the Company in an amount not to exceed $100,000,000, which includes a $10,000,000 letter of credit subfacility and a $10,000,000 swing line facility; however, the Company has the ability to increase the credit available under the Investment Credit Agreement to an amount not to exceed $250,000,000 by obtaining additional commitments from existing lenders or new lenders. The Investment Credit Agreement has a three year term and bears interest, at the Company's option, at either (i) LIBOR plus 125 basis points or (ii) the prime rate plus 25 basis points. Proceeds from the Investment Credit Agreement will be used to supplement the Company's equity capital to make portfolio investments.

Under the Investment Credit Agreement, all amounts borrowed by the Company could, at the election of lenders holding more than 50% the aggregate amount then outstanding, become immediately due and payable upon the occurrence of any of the following events: (a) the Company shall fail to pay any principle on any amount borrowed pursuant to the Investment Credit Agreement when due; (b) the Company shall fail to pay any interest on any amount borrowed pursuant to the Investment Credit Agreement when due, and such failure shall continue unremedied for a period of three (3) business days; (c) any representation or warranty made by the Company or any of its subsidiaries in connection with the Investment Credit Agreement or the borrowing of funds pursuant to the Investment Credit Agreement, or any certificate, report, financial statements or other document submitted by the Company to the lenders or their representatives shall prove to be incorrect when made or deemed made or submitted; (d) the Company shall fail to observe or perform any covenant or agreement it is obligated to observe or perform under the Investment Credit Agreement (and, for certain covenants or agreements, the failure remains unremedied for 30 days after the earlier of the time the Company becomes aware of the failure or receives notice of the failure); (e) the Company fails to maintain certain financial ratios, and such failure continues for five days after the Company has received notice of such failure; (f) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation or reorganization of the Company or (ii) the appointment of a trustee or custodian for a substantial part of the Company's assets, and in each case, such proceeding or petition shall remain undismissed for a period of 60 days or an order or decree approving such action shall be entered; (g) the Company shall become unable to pay, admit in writing its inability to pay or fail to pay its debts as they come due; (h) any judgment or orde r for the payment of money in excess of $5,000,000 shall be rendered against the Company; (i) any non-monetary judgment or order shall be rendered against the Company that could reasonably expect to have a materially adverse effect on the business of the Company, the ability of the Company to perform its obligations under the Investment Credit Agreement, the rights and remedies of any of the other parties to the Investment Credit Agreement, or the enforceability of the Investment Credit Agreement; (j) the Company is deemed to have undergone a "Change in Control" by virtue of the sale of substantially all of its assets, the acquisition or ownership of more than 35% of the Company's voting stock by any person or group of persons, the occupation of a majority of non-vacant seats on the Company's board of directors by individuals not nominated by the current board of directors, or KA Fund Advisors, LLC (or a subsidiary thereof) ceases to be the investment advisor to the Company; (k) the lenders' liens on the col lateral provided by the Company in connection with amounts borrowed under the Investment Credit Agreement shall not be valid and perfected; or (l) any document evidencing a valid security interest of the lenders ceases to be valid and binding on the Company (or any applicable subsidiary of the Company). In addition, all amounts borrowed by the Company will immediately become due and payable, without any action by the lenders, upon the occurrence of either of the following events: (m) the Company shall fail to pay principal of or premium or interest in any indebtedness of aggregate principal amount exceeding $5,000,000 when such principal, premium or interest shall become due and payable, and such failure shall remain unremedied for any relevant grace period or such indebtedness shall become due and payable; or (n) the Company shall seek liquidation, reorganization or other relief under any federal, state or foreign bankruptcy law, or consent to the institution of any such proceeding, or apply for or consent to the appointment of a custodian or trustee for a substantial part of its assets.

The obligations under the Investment Credit Agreement are secured by substantially all of the Company's assets, and are guarantied by the Company's existing and future subsidiaries, other than special purpose subsidiaries. The Investment Credit Agreement contains affirmative and reporting covenants and certain financial ratio and restrictive covenants, including: (a) maintaining a ratio, on a consolidated basis, of total assets (excluding collateral under that certain Treasury Secured Revolving Credit Agreement (the "Treasury Credit Agreement") dated as of June 4, 2007) less liabilities (other than indebtedness) to aggregate indebtedness (excluding indebtedness under the Treasury Credit Agreement and non-recourse indebtedness of special purpose subsidiaries) of the Company and its subsidiaries, of not less than 2.50:1.0, (b) maintaining the value of the portion of the Company's portfolio that can be converted into cash within specified time periods and valuations at no less than 10% of the principal amount o utstanding under the Investment Credit Agreement (less fully cash collateralized letters of credit) during any period when adjusted outstanding principal amounts exceed a specified threshold percentage of the Company's adjusted borrowing base, (c) maintaining a consolidated shareholders equity at each fiscal quarter end of not less than the greater of: 40% of the consolidated total assets of the Company and its subsidiaries, and $100,000,000 plus 25% of the net proceeds from any sales of equity securities by the Company and its subsidiaries subsequent to the closing of the Investment Credit Agreement, (d) limitations on additional indebtedness, (e) limitations on liens, (f) limitations on mergers and other fundamental changes, (g) limitations on dividends and other specified restricted payments, (h) limitations on disposition of assets, (i) limitations on transactions with affiliates, (j) limitations on agreements that prohibit liens on properties of the Company and its subsidiaries, (k) limitations on sale and leaseback transactions, (l) limitations on specified hedging transactions, (m) limitations on changes in accounting treatment and reporting practices, (n) limitations on specified amendments to the Company's investment management agreement during the continuance of a default, (o) limitations on the aggregate amount of unfunded commitments, and (p) limitations on establishing deposit, securities or similar accounts not subject to control agreements in favor of the lenders. The Investment Credit Agreement also contains customary representations and warranties and events of default.

From time to time, certain of the lenders and their affiliates may provide customary commercial, brokerage, financial and investment banking services to the Company.

Item 8.01. Other Events

Kayne Anderson Energy Development Company, Lightfoot Capital Partners, LP and Tortoise Capital Resources Corporation announce formation of International Resource Partners LP

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:
            None
(b) Pro forma financial information:
            None
(c) Shell company transactions:
            None
(d) Exhibits
            99.1       Press Release of Kayne Anderson Energy Development Company dated June 12, 2007


SIGNATURE

      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.


Dated: June 13, 2007
KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY

By:  /s/ David Shladovsky                    
     David Shladovsky
     Secretary and Chief Compliance Officer


Exhibit Index
Exhibit No. Description
99.1 Press Release of Kayne Anderson Energy Development Company dated June 12, 2007
EX-99 2 kayneandersonenergy.htm KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY PRESS RELEASE

Kayne Anderson Energy Development Company, Lightfoot Capital Partners, LP and Tortoise Capital Resources Corporation Announce Formation of International Resource Partners LP

HOUSTON, TX -- 06/12/2007 -- (NYSE: KED) Kayne Anderson Energy Development Company (the "Company"), Lightfoot Capital Partners, LP ("Lightfoot") and Tortoise Capital Resources Corporation ("Tortoise") announced today the formation of International Resource Partners LP (the "Partnership"), a non-traded limited partnership. The Partnership was formed to acquire International Resources, LLC ("IRI"), the Central Appalachian coal subsidiary of International Industries, Inc.

IRI produced approximately 2.1 million tons of metallurgical and steam coal from its surface and underground mines in West Virginia and sold approximately 5.0 million tons of coal to domestic and international customers in 2006. In addition, IRI owns and operates Hampden Coal, a coal washing and preparation plant; three rail load-out facilities; and Logan and Kanawha, a leading coal sales and marketing company. The existing management team of IRI, including James H. "Buck" Harless, Gary White, Joe Czul and Ray McKinney will continue to serve in their current capacities.

In conjunction with the formation of the Partnership, the Company made a $30.0 million equity investment. As part of this investment, the Company received 1.5 million Class A Units, which represents a 28% limited partnership interest, and 10 Incentive Distribution Rights (10% of outstanding IDRs). Lightfoot owns the Partnership's general partner and 1.9 million Class B Units, representing a 35% limited partnership interest. Tortoise owns 0.5 million Class A Units, representing a 9% limited partnership interest. The former owners of IRI own 1.35 million Class B Units, representing a 25% limited partnership interest. The Class A Units owned by the Company and Tortoise are senior in right to distributions to the Class B Units owned by Lightfoot and IRI during the Partnership's subordination period.

As a result of the investment in International Resource Partners LP, coupled with the recently announced investment in Direct Fuel Partners, L.P., the Company has now fully invested the proceeds from its initial public offering and borrowed $22 million under its new revolving credit facility.

The Company is a non-diversified, closed-end investment company that elected to be treated as a business development company under the Investment Company Act of 1940. The Company's investment objective is to generate both current income and capital appreciation primarily through equity and debt investments. The Company will seek to achieve this objective by investing at least 80% of its net assets together with the proceeds of any borrowings (its "total assets") in securities of companies that derive the majority of their revenue from activities in the energy industry, including: (a) Midstream Energy Companies, which are businesses that operate assets used to gather, transport, process, treat, terminal and store natural gas, natural gas liquids, propane, crude oil or refined petroleum products; (b) Upstream Energy Companies, which are businesses engaged in the exploration, extraction and production of natural resources, including natural gas, natural gas liquids and crude oil, from onshore and offshore geological reservoirs; and (c) Other Energy Companies, which are businesses engaged in owning, leasing, managing, producing, processing and sale of coal and coal reserves; the marine transportation of crude oil, refined petroleum products, liquefied natural gas, as well as other energy-related natural resources using tank vessels and bulk carriers; and refining, marketing and distributing refined energy products, such as motor gasoline and propane to retail customers and industrial end-users.

This press release does not constitute an offer to sell or a solicitation to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction. A registration statement relating to these securities was filed with and has been declared effective by the Securities and Exchange Commission.

The securities have not been registered under the Securities Act of 1933, as amended, (the "Securities Act"), or any state securities laws, and unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press release contains statements, estimates or projections that may constitute "forward-looking statements" as defined under the U.S. federal securities laws. Generally, the words "believe," "expect, "intend," "estimate," "anticipate," "project," "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ from the company's historical experience and its present expectations or projections. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements. There is no assurance that the Company's investment objectives will be attained.

Contacts:

KA Fund Advisors, LLC
David Shladovsky
1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067
(800) 231-7414

or

Kayne Anderson Energy Development Company
www.kaynebdc.com
(888) 533-1232

June 12, 2007


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