FORM 8-K

Date: January 16, 2008

WABCO HOLDINGS INC.

/s/ Alfred Farha

Name: Alfred Farha

Title: Chief Legal Officer and Secretary

-----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, Gy5wioeUGbHvfJQQZUsXWAztqtxG9NzXqUZQa5ShNp043W4ET9Y2zq239SQgiWOY 31P3Zves7ofmGXS1UWQp9w== 0001193125-09-007436.txt : 20090116 0001193125-09-007436.hdr.sgml : 20090116 20090116144616 ACCESSION NUMBER: 0001193125-09-007436 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090112 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20090116 DATE AS OF CHANGE: 20090116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WABCO Holdings Inc. CENTRAL INDEX KEY: 0001390844 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 208481962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33332 FILM NUMBER: 09531110 BUSINESS ADDRESS: STREET 1: ONE CENTENNIAL AVENUE STREET 2: P.O. BOX 6820 CITY: PISCATAWAY STATE: NJ ZIP: 08855-6820 BUSINESS PHONE: 732-980-6000 MAIL ADDRESS: STREET 1: ONE CENTENNIAL AVENUE STREET 2: P.O. BOX 6820 CITY: PISCATAWAY STATE: NJ ZIP: 08855-6820 8-K 1 d8k.htm FORM 8-K FORM 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 (Date of earliest event reported): January 16, 2009 (January 12, 2009)

WABCO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

1-33332

20-8481962

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

Chausée de Wavre, 1789, 1160 Brussels, Belgium

One Centennial Avenue, P.O. Box 6820, Piscataway, NJ

08855-6820

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code: 32-2-663-9-800

Check the appropriate box below if the Form 8-K 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 1.02

Termination of a Material Definitive Agreement.

On January 12, 2008, WABCO was notified of the termination of an accounts receivable financing facility arranged by ABN AMRO N.V. and Cooperative Centrale Raiffeisen-Boerenleenbank B.A. (“Rabobank,” and together with ABN AMRO N.V., the “banks”) due to an event outside of WABCO’s control.

The termination of the accounts receivable financing facility resulted from the recent downgrading of Royal Bank of Scotland (“RBS”) by Standard & Poors (“S&P”). RBS, after acquiring ABN-AMRO, had assumed the liquidity support obligations for the special-purpose entity (“SPE”) which was established for the funding and securitization of receivables of various customers of the banks, including WABCO. The RBS downgrade in turn caused S&P to downgrade the SPE from an A-1+ to A-1 rating. Any downgrading of the SPE is a termination event stipulated in the facility agreement.

The accounts receivable financing facility was originally entered into on April 28, 2008 and reported on Form 8-K on May 2, 2008; therefore, its termination is a reportable event. The maximum funding from receivables that could have been sold into the facility was €150 million. To date, the facility has not been used. The liquidity facilities provided by the banks in support of the securitization arrangement were due to be renewed on April 28, 2009.

WABCO is in negotiations to provide a substitute facility. However, there can be no assurance that such negotiations will be completed at all or in a timely manner, and there can be no assurance that the size of the substitute facility will be the same as the terminated facility, and/or contain other terms similar to the terms of the terminated facility.

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.

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