- Current report filing (8-K)
November 20 2009 - 2:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 2009
LINCOLN ELECTRIC HOLDINGS, INC.
(Exact name of registrant as specified in charter)
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Ohio
(State or other jurisdiction
of incorporation)
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0-1402
(Commission
File Number)
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34-1860551
(IRS Employer
Identification No.)
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22801 St. Clair Avenue
Cleveland, Ohio 44117
(Address of principal executive offices) (Zip Code)
(216) 481-8100
(Registrants telephone number, including area code)
Not applicable
(Former name and 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
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Item 1.01
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Entry Into a Material Definitive Agreement.
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On November 18, 2009, Lincoln Electric Holdings, Inc. (the Company), The Lincoln
Electric Company, Lincoln Electric International Holding Company, J.W. Harris Co.,
Inc., Vernon Tool Co., Ltd. and Lincoln Global, Inc. (collectively, with the
Company, the Borrowers) obtained a $150 million revolving credit facility (the
Credit Facility) to be used for general corporate purposes pursuant to the terms
and conditions of an Amended and Restated Credit Agreement, dated November 18, 2009
(the Credit Agreement), entered into by and among the Borrowers and the Lenders
(as defined in the Credit Agreement), with KeyBank National Association as Letter
of Credit Issuer and Administrative Agent for the Lenders. The Credit Facility has
a three-year term and may be increased, subject to certain conditions, by an
additional amount up to $75 million at any time not later than 180 days prior to
the last day of the term. The interest rate on borrowings under the Credit
Agreement is based on either LIBOR or the prime rate, plus a spread based on the
Companys leverage ratio, at the Companys election. A quarterly facility fee is
payable based upon the daily aggregate amount of commitments and the Companys
leverage ratio.
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The Credit Agreement contains customary affirmative, negative and financial
covenants for credit facilities of this type, including limitations on the Company
and its subsidiaries with respect to liens, investments, distributions, mergers and
acquisitions, dispositions of assets, transactions with affiliates and a fixed
charges coverage ratio and total leverage ratio.
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The Credit Agreement provides for customary events of default, including failure to
pay principal or interest when due, failure to comply with covenants, the fact that
any representation or warranty made by the Borrowers is false in any material
respect, certain insolvency or receivership events affecting the Company or its
subsidiaries, defaults relating to indebtedness of at least $100 million in the
aggregate and a change in control of the Company (such change in control as defined
in the Credit Agreement). For certain events of default, the commitments of the
Lenders will be automatically terminated and all outstanding obligations of the
Borrowers will become immediately due and payable, without notice or other action
by the Lenders.
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As of the date of this report, the Company had no borrowings under the Credit
Facility and was in compliance with all applicable financial covenants and other
restrictions under the Credit Agreement.
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The Credit Agreement amends and restates the Companys existing $175 million
revolving credit facility that was entered into on December 17, 2004 and had a
maturity date in December 2009 (the Old Credit Facility). The Company had no
outstanding borrowings under the Old Credit Facility and was in compliance with all
applicable financial covenants and other restrictions as of the effective date of
this amendment and restatement.
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The foregoing is merely a summary of the terms and conditions of the Credit
Agreement and not a complete discussion of the document. Accordingly, the foregoing
is qualified in its entirety by reference to the full text of the Credit
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Agreement attached to this Form 8-K as Exhibit 10.1, which is incorporated herein
by reference.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of the Registrant.
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The disclosure set forth above under Item 1.01 is hereby incorporated by reference
into this Item 2.03.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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10.1
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Amended and Restated Credit Agreement, dated November 18, 2009, by and among
the Company, The Lincoln Electric Company, Lincoln Electric International Holding
Company, J.W. Harris Co., Inc., Vernon Tool Co., Ltd., Lincoln Global, Inc., the
Lenders and KeyBank National Association.
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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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LINCOLN ELECTRIC HOLDINGS, INC.
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Date: November 19, 2009
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By:
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/s/ Vincent K. Petrella
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Vincent K. Petrella
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Senior Vice President, Chief Financial Officer and
Treasurer (principal financial and accounting officer)
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EXHIBIT INDEX
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Exhibit No.
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Exhibit Description
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10.1
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Amended and Restated Credit Agreement, dated November 18, 2009, by and among the Company, The
Lincoln Electric Company, Lincoln Electric International Holding Company, J.W. Harris Co.,
Inc., Vernon Tool Co., Ltd., Lincoln Global, Inc., the Lenders and KeyBank National
Association.
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