General Cable Corporation (NYSE:BGC) Files An 8-K Entry into a Material Definitive Agreement

General Cable Corporation (NYSE:BGC) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01.

Entry into a Material Definitive Agreement.
Credit Facility
On May 22, 2017, General Cable Corporation, a Delaware
corporation (the Company), and certain of its U.S., Canadian and
European subsidiaries amended the Companys existing asset-based
revolving credit facility (the Credit Facility) and entered into
the Second Amended and Restated Credit Agreement (the Second
Amendment and Restatement) by and among the Companys principal
U.S. operating subsidiary General Cable Industries, Inc., a
Delaware corporation, as U.S. Borrower, General Cable Company
Ltd., a company organized under the laws of Nova Scotia, as
Canadian Borrower, Silec Cable SAS, a French socit par actions
simplifie (Silec), Norddeutsche Seekabelwerke GmbH, a limited
liability company (Gesellschaft mit beschrnkter Haftung) existing
under the laws of Germany (Norddeutsche),Grupo General Cable
Sistemas, S.L., a public limited liability company (formerly
Grupo General Cable Sistemas, S.A.,) organized under the laws of
Spain (Sistemas and collectively with Silec and Norddeutsche, the
European Borrowers), the Company and those certain other
subsidiaries of the Company party thereto as Guarantors, the
several lenders and financial institutions party thereto as the
Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, and
J.P. Morgan Europe Limited, as European Administrative Agent. For
purposes of this Form 8-K, the U.S. Borrower, Canadian Borrower
and European Borrowers are collectively referred to as the
Borrowers and the Company, the Borrowers and the Guarantors are
collectively referred to as the Loan Parties. The Second
Amendment and Restatement amends and restates the amended and
restated credit agreement governing the Credit Facility, which
was entered into on September 6, 2013 and amended on October 23,
2013, May 20, 2014, September 23, 2014, October 28, 2014, March
9, 2015 and February 9, 2016. Proceeds under the Credit Facility
will be used for working capital needs and general corporate
purposes, and to refinance certain existing indebtedness.
The Second Amendment and Restatement provides, among other
things:
The maximum amount of the Credit Facility is $700.0 million,
$441.0 million of which may be borrowed by the U.S. Borrower,
$49.0 million of which may be borrowed by the Canadian Borrower
and $210.0 million of which may be borrowed by the European
Borrowers. The Borrowers have the ability to increase the Credit
Facility size in the future by up to $250.0 million.
The outstanding principal amount of all borrowings under the
Credit Facility, together with accrued and unpaid interest
thereon, generally will be due and payable on May 22, 2022 (the
Maturity Date).
The Second Amendment and Restatement includes a $300.0 million
aggregate sublimit for the issuance of letters of credit ($175
million of which is available to the U.S. Borrower, $25.0 million
of which is available to the Canadian Borrower and $100 million
of which is available to the European Borrowers) and a $93.75
million aggregate sublimit for swingline loans ($35 million of
which is available to the U.S. Borrower, $8.75 million of which
is available to the Canadian Borrower and $50 million of which is
available to the European Borrowers).
The U.S. Borrower, as the borrower representative, has the option
(subject to certain limitations and conditions) to elect whether
loans to the U.S. Borrower or the Canadian Borrower denominated
in U.S. dollars under the Credit Facility will be LIBOR loans or
alternate base rate loans and whether loans denominated in
Canadian dollars under the Credit Facility will be Canadian prime
rate loans or Canadian deposit offered rate (CDOR) loans. Each
loan to a European borrower denominated in U.S. dollars under the
Credit Facility will be a LIBOR loan. Each loan denominated in
Sterling under the Credit Facility will be a LIBOR loan and each
loan denominated in Euros under the Credit Facility will be a
EURIBOR loan. LIBOR loans bear interest at a rate equal to an
adjusted LIBOR rate plus an applicable margin percentage (which
margin has a range of 1.50% to 2.00%). Alternate base rate loans
bear interest at a rate equal to the greatest of (a) the
applicable prime rate announced by the Administrative Agent in
New York, in the case of loans to the U.S. Borrower, or in
Toronto, in the case of loans to the Canadian Borrower, (b) the
greater of (i) the rate calculated by the Federal Reserve Bank of
New York (the NYFRB) as the federal funds effective rate and (ii)
the rate comprised of both overnight federal funds and overnight
Eurodollar borrowings by U.S.-managed banking offices of
depository institutions as determined by the NYFRB, and (c) the
adjusted LIBOR Rate for a one month interest period plus 1% per
annum, plus an applicable margin percentage (which margin has a
range of 0.50% to 1.00%). Canadian prime rate loans bear interest
at a rate equal to the higher of (i) the rate equal to the
PRIMCAN Index rate that appears on the Bloomberg screen and (ii)
the average rate for 30 day Canadian Dollar bankers acceptances
that appears on the Reuters Screen CDOR Page, plus 1.00% per
annum, plus an applicable margin percentage (which margin has a
range of 0.50% to 1.00%). CDOR loans bear interest at a rate (the
CDOR Rate) equal to the sum of the annual rate of interest
determined with reference to the arithmetic average of the
discount rate quotations of all institutions listed in respect of
the relevant interest period for Canadian Dollar denominated
bankers acceptances, plus 0.10% per annum, plus an applicable
margin percentage (which margin has a range of 1.50% to 2.00%).
EURIBOR loans bear interest at a rate equal to an EURIBOR rate
plus an applicable margin percentage (which margin has a range of
1.50% to 2.00%). The applicable margin percentage is subject to
adjustments based upon the daily average availability under the
Credit Facility during the most recently completed fiscal
quarter. During the occurrence and continuance of an event of
default, all applicable interest rates are subject to increase by
an additional 2.00% per annum.
The U.S. Borrower is required to pay an unused commitment fee
ranging from 0.25% to 0.375% per annum based on the average daily
undrawn portion of the Credit Facility. The Borrowers are also
required to pay participation fees to the Lenders ranging from
1.50% to 2.00% per annum based on the average daily amount of
letter of credit exposure for such Lenders and a fronting fee of
0.125% per annum on the average daily amount of letter of credit
exposure to the issuing bank of a letter of credit. In addition,
the Borrowers are required to pay the applicable issuing banks
standard fees with respect to the issuance, amendment, renewal or
extension of any letter of credit or processing of drawings
thereunder.
Indebtedness under the Credit Facility is guaranteed by certain
of the Companys U.S. subsidiaries and is secured by a first
priority security interest in certain tangible and intangible
property and assets of certain of the Companys U.S. subsidiaries.
Indebtedness under the Credit Facility related to the Canadian
Borrower and the European Borrowers is guaranteed by certain of
the Companys Canadian subsidiaries and European subsidiaries and
is secured by a first priority security interest in certain
tangible and intangible property and assets of certain of the
Companys Canadian subsidiaries and European subsidiaries. The
Lenders have also received a pledge of all of the equity
interests in certain of the Companys domestic, Canadian and
European subsidiaries, and a pledge of 65% of the voting equity
interests in and 50% of the non-voting equity interests in each
material foreign subsidiary directly owned by a U.S. Loan Party
(as defined in the Second Amendment and Restatement).
The Second Amendment and Restatement contains customary mandatory
prepayment provisions. In addition, the Borrowers may voluntarily
prepay any outstanding loan under the Credit Facility without
premium or penalty.
The Second Amendment and Restatement contains customary terms and
conditions, including covenants related to compliance with laws
and covenants restricting the Loan Parties ability to incur
indebtedness, liens, merge or consolidate with another entity,
liquidate or dissolve, change the nature of its business, make
investments, undertake acquisitions, sell assets, make restricted
payments (such as, the ability to pay dividends and purchase
certain equity interests), make certain payments of indebtedness,
enter into hedging agreements, engage in affiliate transactions,
enter into certain restrictive agreements (such as, documents
which restrict the ability of an entity to incur, create or
permit a lien upon any of its assets) or amend material documents
(such as, documents related to subordinated indebtedness,
organizational documents and documents related to the Companys
outstanding senior notes).
The Credit Facility requires the Loan Parties not to permit the
fixed charge coverage ratio, determined for any period of four
consecutive fiscal quarters ending on the last day of each fiscal
quarter to be less than 1.0 to 1.0, commencing with the fiscal
quarter ending immediately preceding the commencement of a
Covenant Trigger Period (as defined in the Second Amendment and
Restatement and which means each period commencing on any day
that availability under the Credit Facility is less than $70.0
million or 10.0% of the sum of the total revolving commitments at
such time, if greater, and continuing until availability under
the Credit Facility has at all times, during the preceding 30
consecutive days, been greater than or equal to $70.0 million or
10.0% of the sum of the total revolving commitments at such time,
if greater).
The Second Amendment and Restatement contains customary events of
default, subject to certain materiality thresholds and grace
periods for certain of those events of default. The events of
default include payment defaults, covenant defaults, material
inaccuracies in representations and warranties, certain
cross-defaults, bankruptcy and liquidation proceedings, certain
ERISA events, a change of control, and other customary defaults.
Upon an event of default, the Credit Facility provides that,
among other things, the commitments may be terminated and the
loans then outstanding may be declared due and payable.
The foregoing description does not purport to be complete and is
qualified in its entirety by reference to the Second Amendment
and Restatement, which the Company intends to file with the
Securities and Exchange Commission at a future date.
Relationship to Lenders
From time to time, in the ordinary course of their business,
certain Lenders or their affiliates have provided, and may in the
future provide, financial advisory and investment banking
services to the Company and its affiliates, for which they have
received and may continue to receive customary fees and
commissions.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure required by this Item 2.03 is set forth under Item
1.01 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On May 25, 2017, the Company issued a press release with respect
to the Second Amendment and Restatement. The press release is
attached hereto as Exhibit 99.1.
The information being furnished to this Item 7.01, including
Exhibit 99.1, shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended,
nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
The following exhibit is furnished herewith.
Exhibit No.
Description
99.1
General Cable Corporation Press Release dated May 25,
2017


About General Cable Corporation (NYSE:BGC)

General Cable Corporation is engaged in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products for use in the energy, industrial, construction, specialty and communications markets. The Company operates through four segments: North America, Europe, Latin America, and Africa/Asia Pacific. The Company additionally engages in the design, integration and installation on a turnkey basis for products, such as high and extra-high voltage terrestrial and submarine systems. The Company offers products in categories, including as electric utility, electrical infrastructure, communications, construction and rod mill. The Company offers products to the markets, including power generating stations; industrial applications; military; infrastructure; automotive aftermarket; industrial power and control; medical; telecom local loop; enterprise networking and multimedia applications, and industrial instrumentation control.

General Cable Corporation (NYSE:BGC) Recent Trading Information

General Cable Corporation (NYSE:BGC) closed its last trading session up +0.60 at 16.85 with 1,014,327 shares trading hands.

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