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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) |
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February 25, 2008 |
TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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001-10716 |
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38-2687639 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
39400 Woodward Avenue,
Suite 130, |
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48304 |
(Address of principal executive offices) |
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(Zip Code) |
(248) 631-5400 |
Registrants telephone number, including area code |
Not Applicable |
(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 (see General Instruction A.2. below):
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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)) |
Item 1.01. Entry into Material Agreement.
On February 22, 2008, TSPC, Inc., as Transferor, TriMas Corporation, as Collection Agent, TriMas Company LLC, as Guarantor, and JPMorgan Chase Bank, N.A. as Administrative Agent, amended the Receivables Transfer Agreement (Agreement) dated as of June 6, 2002, as amended June 3, 2005, July 5, 2005 and December 31, 2007 (as amended, the Amended Agreement). The Amended Agreement extends the Commitment Expiry Date (all capitalized terms are defined in the Amended Agreement) to February 20, 2009. The Amended Agreement updates the Schedule of CP Conduit Purchasers, Committed Purchasers and Funding Agents, amends and restates in its entirety the Amended and Restated Fee Letter of July 1, 2005, and provides committed funding of up to $90 million.
The description set forth above is qualified by the amendment dated February 22, 2008 filed herewith as exhibit 99.1, and the Press Release is filed herewith as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed herewith:
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Exhibit No. |
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Description |
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99.1 |
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Amendment dated as of February 22, 2008 to the Amended Agreement dated as of June 6, 2002, as amended June 3, 2005, July 5, 2005 and December 31, 2007. |
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99.2 |
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Press Release |
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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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TRIMAS CORPORATION |
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Date: |
February 25, 2008 |
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By: /s/ E. R. Autry |
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Name: |
E. R. Autry |
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Title: |
Chief Financial Officer |
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Exhibit 99.1
AMENDMENT dated as of February 22, 2008 (this Amendment) to the Receivables Transfer Agreement dated as of June 6, 2002, as amended June 3, 2005, July 5, 2005 and December 31, 2007 (as amended or modified and in effect from time to time, the Agreement), by and among TSPC, INC., as Transferor (the Transferor), TRIMAS CORPORATION, individually, as Collection Agent, TRIMAS COMPANY, LLC, individually, as Guarantor under the Limited Guaranty set forth in Article IX thereto, the several commercial paper conduits identified on Schedule B thereto and their respective permitted successors and assigns (the CP Conduit Purchasers), the several financial institutions identified on Schedule B thereto as Committed Purchasers and their respective permitted successors and assigns (the Committed Purchasers), the agent bank of each CP Conduit Purchaser and Committed Purchaser on Schedule B thereto and its permitted successor and assign (the Funding Agents), and JPMORGAN CHASE BANK, N.A., f/k/a JPMorgan Chase Bank, as Administrative Agent for the benefit of the CP Conduit Purchasers, the Committed Purchasers and the Funding Agents (the Administrative Agent).
In consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein will have the meanings set forth in the Agreement.
SECTION 2. Amendments to Definitions.
Dilution Reserve Ratio shall mean, as of any day, the greater of (i) 10% and (ii) an amount (expressed as a percentage) that is calculated as follows:
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DRR = (C x D) + [(ED) x (E/D)] x F |
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Where: |
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DRR |
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Dilution Reserve Ratio; |
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C |
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2.0; |
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D |
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the twelve-month rolling average of the Dilution Ratio as of the last day of the twelve (12) most recent Settlement Periods; |
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E |
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the highest three-month average Dilution Ratio that occurred during the twelve (12) most recent Settlement Periods; and |
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F |
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the Dilution Horizon Ratio. |
Loss Reserve Ratio shall mean, on any day, the greater of (i) 12% and (ii) the product of (a) 2, and (b) the highest three-month average Default Ratio that occurred during the twelve (12) most recent Settlement Periods, (c) the Loss Horizon and (d) the Payment Terms Factor.
Dilution Horizon Ratio shall mean, on any day, a number equal to a fraction, the numerator of which is the aggregate balance of all Receivables which arose during the three (3) Settlement Periods then most recently ended and the denominator of which is the aggregate
Outstanding Balance of the Eligible Receivables as of the last day of the Settlement Period then most recently ended.
Interest Expense Coverage Ratio shall have the meaning assigned to that term in the Credit Agreement as in effect on August 2, 2006.
Leverage Ratio shall have the meaning assigned to that term in the Credit Agreement as in effect on August 2, 2006.
SECTION 3. Amendments to the Agreement.
(c) [Intentionally Omitted]
(e) Interest Expense Coverage Ratio. The Collection Agent will not permit the Interest Expense Coverage Ratio, in each case on the last day of any period of four consecutive fiscal quarters ending during any period set forth below, to be less than the ratio set forth below opposite such period:
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Ratio |
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October 1, 2007, to June 30, 2008 |
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1.90 to 1.00 |
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July 1, 2008, to December 31, 2008 |
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2.00 to 1.00 |
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(f) Leverage Ratio. The Collection Agent will not permit the Leverage Ratio on the last day of any period of four consecutive fiscal quarters ending during any period set forth below to exceed the ratio set forth opposite such period:
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Period |
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Ratio |
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October 1, 2007, to June 30, 2008 |
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5.25 to 1.00 |
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July 1, 2008, to December 31, 2008 |
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5.00 to 1.00 |
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(m) The Collection Agent defaults in the observance or performance of Section 6.06(e) or 6.06(f) of this Agreement or an Event of Default (as defined in the Credit Agreement as in effect on August 2, 2006) described in Article VII(p) of the Credit Agreement as in effect on August 2, 2006 shall have occurred; or
SECTION 4. Amendment to Schedule of CP Conduit Purchasers, Committed Purchasers and Funding Agents. Schedule B to the Agreement is hereby replaced with Schedule B to this Amendment.
SECTION 5. Representations and Warranties. The representations and warranties of each party set forth in the Agreement shall be true and correct in all material respects, in each case on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respect as of such earlier date).
SECTION 6. Governing Law. This Amendment shall be governed by, and construed in accordance with the laws of the State of New York.
SECTION 7. Counterparts. This Amendment may be executed in counterparts, each of which will be an original, but all of which together will constitute a single agreement.
SECTION 8. Agreement in Full Force and Effect. Except as expressly amended hereby, the Agreement will continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date of the effectiveness hereof, any reference to the Agreement will mean the Agreement as amended by this Amendment.
SECTION 9. Conditions to Effectiveness. This Amendment shall be effective as of the date hereof, upon satisfaction on or prior to the date hereof, of the following conditions:
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date hereof.
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TSPC, INC., as Transferor |
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By: /s/ Robert J. Zalupski |
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Name: Robert J. Zalupski |
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Title: Vice President & Treasurer |
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TRIMAS CORPORATION, individually and as Collection Agent |
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By: /s/ Robert J. Zalupski |
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Name: Robert J. Zalupski |
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Title: Vice President Finance & Treasurer |
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TRIMAS COMPANY, LLC, individually and as Guarantor |
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By: /s/ Robert J. Zalupski |
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Name: Robert J. Zalupski |
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Title: Vice President & Treasurer |
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JPMORGAN CHASE BANK, N.A., as Administrative Agent |
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By: /s/ Cathleen D. Dettling |
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Name: Cathleen D. Dettling |
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Title: Vice President |
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PARK AVENUE RECEIVABLES COMPANY LLC |
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By: JPMorgan Chase Bank, N.A., its Attorney-In-Fact |
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By: /s/ Cathleen D. Dettling |
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Name: Cathleen D. Dettling |
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Title: Vice President |
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JPMORGAN CHASE BANK, N.A., as Committed Purchaser for Park Avenue Receivables Company LLC |
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By: /s/ Cathleen D. Dettling |
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Name: Cathleen D. Dettling |
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Title: Vice President |
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JPMORGAN CHASE BANK, N.A., as Funding Agent for Park Avenue Receivables Company LLC |
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By: /s/ Cathleen D. Dettling |
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Name: Cathleen D. Dettling |
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Title: Vice President |
SCHEDULE B
Schedule of CP Conduit Purchasers,
Committed Purchasers and Funding Agents
CP CONDUIT PURCHASERS:
Park Avenue Receivables Company LLC
10 S. Dearborn Street
Chicago, IL 60603
Suite IL1-0079
Attention: PARCO Funding Manager
Telephone: 312-732-7206
Telecopy: 312-732-1844
E-mail: ABS.Treasury.Dept@jpmorgan.com
CP Conduit Funding Limit: $ 90,000,000
COMMITTED PURCHASERS:
JPMorgan Chase Bank, as Committed Purchaser for Park Avenue Receivables Company LLC
10 S. Dearborn Street
Chicago, IL 60603
Suite IL1-1729
Attention: Account Manager
Telephone: 312-732-4984
Telecopy: 312-732-3600
E-mail: abf.portfolio.management@jpmorgan.com
Committed Purchaser Commitment: $ 91,800,000
FUNDING AGENTS:
JPMorgan Chase Bank, as Funding Agent for Park Avenue Receivables Company LLC
10 S. Dearborn Street
Chicago, IL 60603
Suite IL1-0079
Attention: ABS Treasury Department
Telephone: 312-732-7206
Telecopy: 312-732-1844
E-mail: ABS.Treasury.Dept@jpmorgan.com
Exhibit 99.2
FOR IMMEDIATE RELEASE |
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CONTACT: |
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Sherry Lauderback |
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Vice President, Investor Relations & |
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Communications |
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(248) 631-5506 |
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sherrylauderback@trimascorp.com |
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TRIMAS RENEWS RECEIVABLES SECURITIZATION FACILITY
BLOOMFIELD HILLS, Michigan, February 25, 2008 TriMas Corporation (NYSE: TRS) - a diversified growth company of highly-engineered, specialty niche businesses announced today that it has completed the annual renewal of its receivables securitization facility. The new facility, which has a customary 364-day term, provides committed funding of up to $90 million, a $15 million increase from the Companys current liquidity facility. In this renewal, the Company was also able to reduce its borrowing spread 25 basis points and will have a cost of funds under the facility equal to a commercial paper-based rate (currently about 3.7%) plus a spread of 1.05%.
The renewal of our securitization facility will continue to provide us with an important, low-cost source of liquidity, commented E.R. Skip Autry, Chief Financial Officer of TriMas Corporation. We are especially pleased that despite the current credit market environment, we were able to increase our facility size and decrease our borrowing costs.
About TriMas
Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NYSE: TRS) is a diversified growth company of highly-engineered, specialty niche businesses manufacturing a variety of products for commercial, industrial and consumer markets worldwide. TriMas Corporation is organized into five strategic business groups: Packaging Systems, Energy Products, Industrial Specialties, RV & Trailer Products, and Recreational Accessories. TriMas Corporation has nearly 5,000 employees at 80 different facilities in 10 countries. For additional information, please visit www.trimascorp.com.
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