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) February 15, 2007 (February 12,
2007)
______________
POOL
CORPORATION
(Exact
name of registrant as specified in its charter)
______________
Delaware 0-26640
36-3943363
(State
or other jurisdiction of incorporation) (Commission
File Number)
(IRS
Employer Identification No.)
109
Northpark Boulevard, Covington, Louisiana
70433-5001
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code (985)
892-5521
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
On
February 12, 2007, Pool Corporation (the “Company”) issued and sold $100.0
million aggregate principal amount of Floating Rate Senior Notes (the “Notes”)
in a private placement offering pursuant to a Note Purchase Agreement between
the Company and the Purchasers listed on Schedule A thereto. The Notes are
due
February 12, 2012. The Notes will accrue interest on the unpaid
principal thereof at a floating rate equal to a spread of 0.60% over three-month
LIBOR, as adjusted from time to time, payable quarterly on each February
12, May
12, August 12 and November 12. The Notes are unsecured and are guaranteed
by
each domestic subsidiary that is or becomes a borrower or guarantor under
the
Company’s revolving credit facility. Net proceeds from the placement were used
to pay down borrowings under the Company’s revolving credit
facility.
The
Notes
are subject to redemption at the option of the Company, in whole or in part,
at
103% of the principal amount thereof on or prior to February 12, 2008, and
at
100% of the principal amount thereafter, plus accrued interest to the date
of
redemption, plus any LIBOR breakage amount. In the event of a change of control
of the Company, the holders of the Notes will have the right to put the Notes
back to the Company at par.
The
Note
Purchase Agreement includes customary affirmative and negative covenants
for
transactions of this type, including a maximum Funded Indebtedness to EBITDA
covenant, a minimum Fixed Charge Coverage covenant, and limitations on priority
debt, liens, subsidiary debt, mergers and consolidations and asset sales.
The
agreement also contains customary events of default, which if they were to
occur
would give the holders of the Notes the right to accelerate the
Notes.
The
foregoing summary of the Note Purchase Agreement is qualified in its entirety
by
reference to the full text of the agreement, a copy of which is attached
as
Exhibit 10.1 hereto and incorporated by reference herein.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
The
information provided in Item 1.01 above is incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
10.1 Note
Purchase Agreement by and among Pool Corporation and the Purchasers party
thereto.
10.2 Subsidiary
Guaranty by Pool Corporation in favor of the holders from time to time of
the
Notes.
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.
POOL
CORPORATION
By: /s/
Mark W. Joslin
Mark
W.
Joslin
Vice
President and Chief Financial Officer
Dated:
February 15, 2007