-----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, FYC8kl6Qb1ddfgdUyC02XuACg+K7cfDjBDXESnZvYtvwKRnM5KeUgEaJ2387J4s3 z8sXBI7eQHGNxqrk63BJPg== 0001104659-09-023454.txt : 20090409 0001104659-09-023454.hdr.sgml : 20090409 20090409163016 ACCESSION NUMBER: 0001104659-09-023454 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090403 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090409 DATE AS OF CHANGE: 20090409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMET CORP CENTRAL INDEX KEY: 0000887730 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 570923789 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15491 FILM NUMBER: 09743076 BUSINESS ADDRESS: STREET 1: 2835 KEMET WAY STREET 2: 2835 KEMET WAY CITY: SIMPSONVILLE STATE: SC ZIP: 29681 BUSINESS PHONE: 8039636300 MAIL ADDRESS: STREET 1: P O BOX 5928 STREET 2: P.O. BOX 5928 CITY: GREENVILLE STATE: SC ZIP: 29606 8-K 1 a09-9743_18k.htm 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)  April 3, 2009

 

KEMET Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-20289

 

57-0923789

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

2835 KEMET Way, Simpsonville, SC

 

29681

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code  (864) 963-6300

 

 

(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 1.01 – Entry into a Material Definitive Agreement

 

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

 

On April 3, 2009, KEMET Corporation (the “Company”) entered into an agreement to extend and restructure its EUR 35.0 million short-term credit facility with UniCredit Corporate Banking S.p.A., formerly UniCredit Banca d’Impresa S.p.A. (“UniCredit”), a financial institution headquartered in Italy and part of the Milan-based UniCredit Group.

 

Under the terms of the extended and restructured credit facility (the “Extended Credit Facility”), the EUR 35.0 million principal amount originally scheduled to mature on April 9, 2009 has been extended for a two year and three month period and will now mature on July 1, 2011.  The Company will repay the principal amount in three installments of EUR 2.0 million each on January 1, 2010, July 1, 2010, and January 1, 2011, and a fourth and final principal payment in the amount of EUR 29.0 million on July 1, 2011. During the term of the Extended Credit Facility, the outstanding principal balance will bear interest at a rate of six-month EURIBOR plus 2.5 percent and will remain unsecured.

 

The Extended Credit Facility will become effective on the original maturity date of April 9, 2009, and is subject to certain customer notification requirements that are detailed in the September 29, 2008 EUR 60.0 million credit facility agreement between the Company and UniCredit (the “September 29, 2008 Facility”), as well as UniCredit’s receipt of a U.S. legal opinion customary for such transactions.  The Extended Credit Facility also contains a cross-default provision with respect to the September 29, 2008 Facility.

 

On April 3, 2009, the Company also executed an addendum to the September 29, 2008 Facility with UniCredit (the “Addendum”).  Under the Addendum, the Company is required to provide to UniCredit, by April 9, 2009, evidence that certain notices were provided to European customers whose accounts receivable were pledged as collateral to UniCredit (the “Collateral Notifications”).  The Company is also required to provide to UniCredit, on a monthly basis commencing April 9, 2009, evidence that the Company has provided the Collateral Notifications to certain European customers, with reference to accounts receivable arising under new sales agreements, as well as copies of customer invoices referencing the Collateral Notifications.  Failure to satisfy these notice requirements shall constitute an event of default under the September 29, 2008 Facility.

 

On April 9, 2009, the Company received written confirmation from UniCredit that all conditions precedent to the Extended Credit Facility had been satisfied.

 

A copy of the press release announcing the Extended Credit Facility is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 – Financial Statements and Exhibits

 

(d)                           Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release, dated April 7, 2009.

 

 

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.

 

 

Date: April 9, 2009

 

 

 

KEMET Corporation

 

 

 

By:

/s/ WILLIAM M. LOWE, JR.

 

Name:

William M. Lowe, Jr.

 

 

Executive Vice President and Chief Financial Officer

 

 

2


EX-99.1 2 a09-9743_1ex99d1.htm EX-99.1

Exhibit 99.1

 

News Release

 

FOR IMMEDIATE RELEASE

 

Contact:

William M. Lowe, Jr.

Dean W. Dimke

 

Executive Vice President and

Director of Corporate and

 

Chief Financial Officer

Investor Communications

 

864-963-6484

954-766-2806

 

billlowe@kemet.com

deandimke@kemet.com

 

KEMET Announces Extension of Credit Facility

 

Greenville, South Carolina (April 7, 2009) - KEMET Corporation (KEME.OB) today announced that on Friday, April 3, 2009, it entered into an agreement to extend and restructure a short-term credit facility in the principal amount of EUR 35.0 million with UniCredit Corporate Banking S.p.A., formerly UniCredit Banca d’Impresa S.p.A. (“UniCredit”), a financial institution headquartered in Italy and part of the Milan-based UniCredit Group.

 

Under the terms of the extended and restructured credit facility (the “Extended Credit Facility”), the EUR 35.0 million principal amount originally scheduled to mature on April 9, 2009, has been extended for a two year and three month period, and will now mature on July 1, 2011.  The Company will repay the principal amount in three installments of EUR 2.0 million each on January 1, 2010, July 1, 2010, and January 1, 2011, and a fourth and final principal payment in the amount of EUR 29.0 million on July 1, 2011. During the term of the Extended Credit Facility, the outstanding principal balance will bear interest at a rate of six-month EURIBOR plus 2.5 percent, and will remain unsecured.

 

“This extension agreement is an important step in the Company’s capital structure plan,” said Per Loof KEMET’s Chief Executive Officer.  “We are very pleased with the attractive pricing, the terms provided by UniCredit, and their support during these difficult economic times.  Our relationship with UniCredit remains strong and we look forward to continuing our long-standing partnership with them,” continued Loof.

 

The Extended Credit Facility will become effective on the original maturity date of April 9, 2009, and is subject to certain customer notification requirements as detailed in the September 29, 2008 EUR 60.0 million credit facility agreement between the Company and UniCredit (the “September 29, 2008 Facility”), as well as UniCredit’s receipt of a U.S. legal opinion customary for such transactions.  The Extended Credit Facility, together with the previously announced September 29, 2008 Facility, completes the Company’s restructuring of the bank debt portion of its capital structure to be in better alignment with its overall financing needs.

 

P.O. Box 5928, Greenville, South Carolina 29606 U.S.A.

Tel: 864.963.6300   Fax: 864.963.6521

 



 

KEMET Corporation (KEME.OB) applies world-class service and quality to deliver industry-leading, high-performance capacitance solutions to its customers around the world. KEMET offers the world’s most complete line of surface-mount and through-hole capacitor technologies across tantalum, ceramic, film, aluminum, electrolytic, and paper dielectrics. Additional information about KEMET can be found at http://www.kemet.com .

 

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

 

Certain statements included herein contain forward-looking statements within the meaning of federal securities laws about KEMET Corporation’s (the “Company”) financial condition and results of operations that are based on management’s current expectations, estimates and projections about the markets in which the Company operates, as well as management’s beliefs and assumptions. Words such as “expects,” “anticipates,” “believes,” “estimates,” variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s judgment only as of the date hereof. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise.

 

Factors that may cause actual outcome and results to differ materially from those expressed in, or implied by, these forward-looking statements include, but are not necessarily limited to the following: (i) generally adverse economic and industry conditions, including a decline in demand for the Company’s products;  (ii) the ability to maintain sufficient liquidity to realize current operating plans; (iii) adverse economic conditions could cause further reevaluation of the fair value of our reporting segments and the write down of long-lived assets; (iv) the cost and availability of raw materials; (v) changes in the competitive environment of the Company;  (vi) economic, political, or regulatory changes in the countries in which the Company operates; (vii) the ability to successfully integrate the operations of acquired businesses; (viii) the ability to attract, train and retain effective employees and management; (ix) the ability to develop innovative products to maintain customer relationships; (x) the impact of environmental issues, laws, and regulations; (xi) the Company’s ability to achieve the expected benefits of its manufacturing relocation plan or other restructuring plan; (xii) volatility of financial and credit markets which would affect access to capital for the Company; and (xiii) increased difficulty or expense in accessing capital resulting from the delisting of the Company’s common stock from the New York Stock Exchange. Other risks and uncertainties may be described from time to time in the Company’s other reports and filings with the Securities and Exchange Commission.

 

# # #

 

2


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