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) December
22, 2006
____________________
Harsco
Corporation
(Exact
name of registrant as specified in its charter)
|
DE
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1-3970
|
23-1483991
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
of
incorporation)
|
|
350
Poplar Church Road, Camp Hill, PA
|
17011
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code 717-763-7064
(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):
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
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
|
Amendment
to Credit Facility
On
December 22, 2006, Harsco Corporation (the “Company”), The Royal Bank of
Scotland, PLC, as syndication agent (the “Syndication Agent”) and Citicorp North
America, Inc., as administrative agent (the “Administrative Agent”), entered
into Amendment No. 1 (“Amendment No. 1”) to the 364-Day Credit Agreement, dated
as of December 23, 2005 (the “Credit Facility”).
Prior
to
Amendment No. 1, the Credit Facility provided for a $100,000,000 facility and
expired on December 22, 2006. As a result of Amendment No. 1, the termination
date of the Credit Facility has been extended until December 21, 2007 and the
Company has been provided with additional flexibility by being allowed to
request, at any time after January 1, 2007, but not more than once, that the
Credit Facility be increased by an amount of $25,000,000 or by integral
multiples of $5,000,000 in excess thereof, provided that the full amount of
the
facility may not exceed $250,000,000.
The
amended Credit Facility provides the Company with additional financial
flexibility to pursue its growth strategies. The Company also has U.S. and
international commercial paper programs and other credit facilities available
as
more fully described in its Form 10-Q for the period ended September 30,
2006.
Amendment
No. 1 further
provides that, in addition to reducing by an amount equal to the net cash
proceeds of the issuance of any equity security in the capital markets or any
debt security in the capital markets with a maturity in excess of one year,
the
Credit Facility will also be reduced in connection with any sale, lease,
transfer or other disposition of any asset of the Company or any of its
subsidiaries (other than sales of inventory in the ordinary course of business
or other asset sales for which the cash proceeds in any single transaction
or
series or related transactions are less than $50,000,000), by an amount equal
to
the net cash proceeds thereof.
After
giving effect to Amendment No. 1, the Credit Facility continues to contain
usual
and customary affirmative and negative covenants and customary events of default
that would permit the lenders to accelerate the loans if not cured within
applicable grace periods, including the failure to make timely payments under
the Credit Facility, the failure to satisfy covenants and specified events
of
bankruptcy and insolvency.
The
foregoing description of Amendment No. 1 and certain provisions of the Credit
Facility does not purport to be complete and is qualified in its entirety by
reference to the full text of Amendment No. 1, which is attached hereto as
Exhibit 10.1, the full text of the Credit Facility previously filed with the
commission and by reference to the description of our debt and credit agreements
contained in the Company’s Form 10-K for the year ended December 31, 2005. From
time to time, certain of the Lenders provide customary commercial and investment
banking services to the Company.
| Item 9.01. |
Financial
Statements and Exhibits
|
(d) Exhibits.
Exhibit
10.1. Amendment
No. 1 to the Credit Agreement, dated as of December 22, 2006, by and among
Harsco Corporation, The Royal Bank of Scotland, PLC, as syndication agent,
and
Citicorp North America, Inc., as administrative agent.
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.
| HARSCO
CORPORATION
(Registrant)
|
||
| |
|
|
| DATE December 22, 2006 | By: | /s/ Salvatore D. Fazzolari |
|
Salvatore D. Fazzolari |
||
|
President,
Chief Financial Officer and Treasurer
|
||
Exhibit
Index
Exhibit
10.1. Amendment
No. 1 to the Credit Agreement, dated as of December 22, 2006, by and among
Harsco Corporation, The Royal Bank of Scotland, PLC, as syndication agent,
and
Citicorp North America, Inc., as administrative agent.
EXHIBIT
10.1
EXECUTION
COPY
AMENDMENT
NO. 1 TO THE
CREDIT
AGREEMENT
| Dated as of December 22, 2006 |
AMENDMENT
NO. 1 TO THE CREDIT AGREEMENT
among
HARSCO CORPORATION, a Delaware corporation (the “Borrower”),
the
banks, financial institutions and other institutional lenders parties to
the
Credit Agreement referred to below (collectively, the “Lenders”),
THE
ROYAL BANK OF SCOTLAND PLC, as syndication agent, and CITICORP NORTH AMERICA,
INC., as administrative agent.
PRELIMINARY
STATEMENTS:
(1) The
Borrower, CNAI and RBS have entered into a 364-Day Credit Agreement dated
as of
December 23, 2005 (the “Credit
Agreement”).
Capitalized terms not otherwise defined in this Amendment have the same meanings
as specified in the Credit Agreement.
(2) The
Borrower, CNAI and RBS have agreed to amend the Credit Agreement as hereinafter
set forth.
SECTION
1. Amendments
to Credit Agreement.
The
Credit Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2, hereby
amended as follows:
(a) Section 1
is amended by deleting the phrase “in an aggregate principal amount at any time
outstanding for both of CNAI and RBS not to exceed $100,000,000” and
substituting therefor the phrase “in an aggregate principal amount at any time
outstanding for both of CNAI and RBS not to exceed $100,000,000, as such
amount
may be increased pursuant to Section 1(j)”.
(b) The
first
sentence of Section 1(c) is amended by deleting the date “December 22,
2006” and substituting therefor the date “December 21, 2007”.
(c) The
second sentence of Section 1(c) is amended in full to read as
follows:
Upon
(i)
the issuance by the Borrower or any of its Subsidiaries of (A) any equity
security in the capital markets or (B) any debt security in the capital markets
with a maturity in excess of one year or (ii) any sale, lease, transfer or
other
disposition of any asset of the Borrower or any of its Subsidiaries (other
than
sales of inventory in the ordinary course of business and other asset sales
for
which the cash proceeds in any single transaction or series or related
transactions are less than $50,000,000), the Facility shall automatically
reduce
by an amount equal to the cash proceeds (net of (1) the out-of-pocket fees,
costs and other expenses incurred by the Borrower or such Subsidiary in
connection with such transaction, including, without limitation, all legal
fees,
brokerage fees, consulting fees, accounting fees, underwriting discounts
and
commissions and other customary fees, costs and expenses, as applicable,
(2) income and other taxes paid or reasonably estimated to be actually
payable in connection therewith, (3) the amount of any reserves established
by the Borrower to fund any contingent liabilities reasonably expected to
arise
(as determined in good faith by the Borrower or such Subsidiary) in connection
therewith and (4) in the case of a transaction described in clause (ii) above,
the principal amount of any indebtedness that is secured by such asset and
is
required to be repaid in connection with such sale, lease, transfer or other
disposition thereof) actually received by the Borrower or such Subsidiary
from
any such issuance on the tenth Business Day after the date of such
receipt.
(d) Section
1
is amended by adding thereto a new clause (j) to read as follows:
(j)
The
Borrower may, at any time after January 1, 2007 but in any event not more
than
once, by notice to CNAI and RBS, request that the Facility be increased by
an
amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof
(each a "Facility
Increase")
to be
effective as of a date that is at least 90 days prior to the scheduled
Termination Date (the "Increase
Date")
as
specified in the related notice to CNAI and RBS; provided,
however
that (i)
in no event shall the amount of the Facility at any time exceed $250,000,000
and
(ii) on the date of any request by the Borrower for a Facility Increase and
on
the related Increase Date, (x) the representations and warranties set forth
in
Article III of the Existing Credit Agreement as incorporated in the Credit
Agreement by reference shall be true and correct in all material respects
on and
as of such date with the same effect as though made on and as of such date
(except to the extent such representations and warranties expressly relate
to an
earlier date) and (y) the Borrower shall be in compliance with all the terms
and
provisions set forth in the Credit Agreement on its part to be observed or
performed, and on such date no Event of Default or Default shall have occurred
and be continuing. If CNAI and RBS are willing to participate in such requested
Facility Increase, each in its sole discretion, CNAI and RBS shall give written
notice thereof to the Borrower on or prior to the date specified in the
Borrower’s request and on such date, the Facility shall be increased. If either
CNAI or RBS is not willing to participate in such requested Facility Increase,
the amount of the Facility shall not be increased.
SECTION
2. Conditions
of Effectiveness..
This
Amendment shall become effective as of the date first above written when,
and
only when, on or before December 22, 2006 CNAI shall have received counterparts
of this Amendment executed by the Borrower and CNAI and RBS, and additionally
all of the conditions precedent to the closing date under Section 4.01(a),
(b),
(c) and (d) of the Existing Credit Agreement shall have been satisfied with
respect to this Amendment as if such conditions precedent were set forth
in full
herein (with appropriate modifications to refer to CNAI and RBS, as the lenders,
the Facility, the Credit Agreement and this Amendment).
SECTION
3. Reference
to and Effect on the Credit Agreement.
a)
On and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Amendment.
(b) The
Credit Agreement, as specifically amended by this Amendment, is and shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed.
(c) The
execution, delivery and effectiveness of this Amendment shall not, except
as
expressly provided herein, operate as a waiver of any right, power or remedy
of
CNAI or RBS under the Credit Agreement, nor constitute a waiver of any provision
of the Credit Agreement.
SECTION
4. Costs
and Expenses.
The
Borrower agrees to pay on demand all costs and expenses of CNAI and RBS in
connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and the other instruments and
documents to be delivered hereunder (including, without limitation, the
reasonable fees and expenses of counsel for CNAI and RBS) in accordance with
the
terms of Section 5(d) of the Credit Agreement.
SECTION
5. Execution
in Counterparts.
This
Amendment may be executed in any number of counterparts and by different
parties
hereto in separate counterparts, each of which when so executed shall be
deemed
to be an original and all of which taken together shall constitute but one
and
the same agreement. Delivery of an executed counterpart of a signature page
to
this
Amendment
by telecopier shall be effective as delivery of a manually executed counterpart
of this Amendment.
SECTION
6. Governing
Law.
This
Amendment shall be governed by, and construed in accordance with, the laws
of
the State of New York.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by
their respective officers thereunto duly authorized, as of the date first
above
written.
| HARSCO CORPORATION | ||
| |
|
|
| By: | /s/ Salvatore D. Fazzolari | |
|
Name: Salvatore
D. Fazzolari
|
||
|
Title: President,
Chief Financial Officer &
Treasurer
|
||
| CITICORP NORTH AMERICA, INC. | ||
| |
|
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| /s/ Jeffrey Stern | ||
|
By
Jeffrey Stern
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||
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Title:
Vice President
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| THE ROYAL BANK OF SCOTLAND PLC | ||
| |
|
|
| /s/L. Peter Yetrman | ||
|
By
L. Peter Yetrman
|
||
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Title:
Senior Vice President
|
||
FORM
OF
INCREASE REQUEST
__________,
2007
Citicorp
North America, Inc.
399
Greenwich Street
New
York,
New York 10013
Attention:
Christopher Hartzell
The
Royal
Bank of Scotland plc
101
Park
Avenue, 12th
Floor
New
York,
New York 10178
Attention:
L. Peter Yetman
Ladies
and Gentlemen:
Reference
is made to the 364-Day Credit Agreement dated as of December 23, 2005 (as
amended by Amendment No. 1 dated as of December 21, 2006, the “Credit
Agreement”,
terms
defined in the Credit Agreement are used herein as therein defined) among
you
and us. Pursuant to Section 1(j) of the Credit Agreement, we hereby request
that, effective as of __________, 2007 (the “Increase
Date”),
the
Facility be increased to $__________, to be shared by each of you in equal
amounts. We hereby certify that, as of the date hereof and as of the Increase
Date, (x) the representations and warranties set forth in Article III of
the Existing Credit Agreement as incorporated in the Credit Agreement by
reference shall be true and correct in all material respects on and as of
such
date with the same effect as though made on and as of such date (except to
the
extent such representations and warranties expressly relate to an earlier
date)
and (y) the Borrower shall be in compliance with all the terms and provisions
set forth in the Credit Agreement on its part to be observed or performed,
and
on such date no Event of Default or Default shall have occurred and be
continuing.
The
Facility Increase shall become effective as of the Increase Date when
counterparts of this letter shall have executed by both CNAI and RBS. Please
indicate your approval of the requested Facility Increase by signing and
returning a counterpart of this letter to Susan L. Hobart, Shearman &
Sterling, 599 Lexington Avenue, New York, New York 10022 on or before the
Increase Date.
| Very truly yours, | ||
| HARSCO CORPORATION | ||
| |
|
|
| By: | ||
|
Title |
||
Accepted:
CITICORP
NORTH AMERICA, INC.
By:
Title:
THE
ROYAL
BANK OF SCOTLAND PLC
By:
Title: