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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): MARCH 20, 2007
STANDARD MOTOR PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 1-4743 11-1362020
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(State or Other (Commission (I.R.S. Employee
Jurisdiction of Incorporation) File Number) Identification Number)
37-18 NORTHERN BOULEVARD, LONG ISLAND CITY, NEW YORK 11101
(Address of Principal Executive Offices, including Zip Code)
Registrant's Telephone Number, including Area Code: 718-392-0200
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
REVOLVING CREDIT FACILITY
On March 20, 2007, we entered into the Second Amended and Restated Credit
Agreement with General Electric Capital Corporation, as agent, and a syndicate
of lenders for a secured revolving credit facility ("Restated US Agreement").
The Restated US Agreement replaces our previous Amended and Restated Credit
Agreement which provided for a $305 million credit facility and which was to
expire in 2008. The Restated US Agreement provides for a line of credit of up to
$275 million and has a term of five years. The Restated US Agreement also
provides a $50 million accordion feature, which would allow us to expand the
facility. Direct borrowings under our Restated US Agreement bear interest at the
LIBOR rate plus the applicable margin (as defined), or floating at the Index
Rate plus the applicable margin, at our option. The Restated US Agreement is
guaranteed by our same subsidiaries and secured by our same assets as the
previous $305 million credit facility.
Borrowings under the Restated US Agreement are collateralized by substantially
all of our assets, including accounts receivable, inventory and fixed assets,
and those of certain of our subsidiaries. At any time our borrowing availability
in the aggregate is less than $30 million and until such time that we have
maintained an average borrowing availability in the aggregate of $30 million or
greater for a continuous period of ninety (90) days, the terms of our Restated
US Agreement provide for, among other provisions, financial covenants requiring
us, on a consolidated basis, (1) to maintain specified levels of fixed charge
coverage at the end of each fiscal quarter (rolling twelve months), and (2) to
limit capital expenditure levels. Availability under our Restated US Agreement
is based on a formula of eligible accounts receivable, eligible inventory and
eligible fixed assets. Our Restated US Agreement also permits dividends and
distributions by us provided specific conditions are met. We maintain ordinary
banking relationships with General Electric Capital Corporation, certain of the
other lenders and their respective affiliates. For these services, the parties
have received, and may in the future receive, customary compensation and expense
reimbursement.
CANADIAN TERM LOAN
On March 20, 2007, we amended our credit agreement with GE Canada Finance
Holding Company, for itself and as agent for the lenders ("Amended Canadian
Agreement"). The Amended Canadian Agreement amends our existing $7 million
credit agreement which was to expire in 2008. The Amended Canadian Agreement
provides for a line of credit of up to $12 million, which amount is part of the
$275 million available for borrowing under our Restated US Agreement. The
Amended Canadian Agreement is guaranteed and secured by us and certain of our
wholly-owned subsidiaries and is coterminous with the term of our Restated US
Agreement. Direct borrowings under the Amended Canadian Agreement bear interest
at the Canadian Bankers Acceptance rate plus the US revolver applicable margin
(as defined), or floating at the Index Rate plus the applicable margin, at our
option.
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The descriptions set forth above are qualified by the Second Amended and
Restated Credit Agreement filed herewith as exhibit 10.22 and by the First
Amendment Agreement filed herewith as exhibit 10.23.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
As described in Item 1.01 above, as a result of our entry into the Restated US
Agreement, our existing $305 million credit facility under the Amended and
Restated Credit Agreement terminated as of March 20, 2007. The $305 million
credit facility was entered into on February 7, 2003 with General Electric
Capital Corporation, as administrative agent for the various lenders. We are not
obligated to pay any early termination or prepayment penalties in connection
with the termination of the existing $305 million credit facility. The
information set forth in Item 1.01 above is incorporated by reference into this
Item 1.02.
ITEM 8.01. OTHER EVENTS
In connection with the entering into the Restated US Agreement, we issued a
press release on March 21, 2007, announcing the consummation of the transaction.
A copy of the press release is attached hereto as Exhibit 99.1 and is hereby
incorporated by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.22 Second Amended and Restated Credit Agreement, dated as of
March 20, 2007, among Standard Motor Products, Inc., as
borrower and the other credit parties thereto, and General
Electric Capital Corp., as agent and lender, Bank of
America, N.A. and Wachovia Bank, N.A., as lenders and
co-syndication agents, JPMorgan Chase Bank, N.A., as
lender and as documentation agent, and the other lenders
thereto.
10.23 First Amendment Agreement, dated as of March 20, 2007,
among SMP Motor Products, Ltd., as borrower and the other
credit parties thereto, and GE Canada Finance Holding
Company, as lender and agent, and the other lenders
thereto.
99.1 Press release dated March 21, 2007, announcing the
consummation of the Second Amended and Restated Credit
Agreement.
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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.
STANDARD MOTOR PRODUCTS, INC.
By: /S/ JAMES J. BURKE
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James J. Burke
Vice President Finance,
Chief Financial Officer
Date: March 20, 2007
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.22 Second Amended and Restated Credit Agreement, dated as of March 20,
2007, among Standard Motor Products, Inc., as borrower and the other
credit parties thereto, and General Electric Capital Corp., as agent
and lender, Bank of America, N.A. and Wachovia Bank, N.A., as lenders
and co-syndication agents, JPMorgan Chase Bank, N.A., as lender and as
documentation agent, and the other lenders thereto.
10.23 First Amendment Agreement, dated as of March 20, 2007, among SMP Motor
Products, Ltd., as borrower and the other credit parties thereto, and
GE Canada Finance Holding Company, as lender and agent, and the other
lenders thereto.
99.1 Press release dated March 21, 2007, announcing the consummation of the
Second Amended and Restated Credit Agreement.
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