pool122007cramend8k.htm
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 20, 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)
|
(I.R.S.
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:
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))
Item1.01
Entry
into a Material Definitive Agreement
The
information set forth under Item 2.03 of this report on Form 8-K is incorporated
in this Item 1.01 by reference.
On
December 20, 2007, Pool Corporation (the “Company”) entered into Amendment No.
10 (the “Amendment”) to the Receivables Purchase Agreement among Superior
Commerce LLC (“SPE”), SCP Distributors LLC, as initial Servicer, JS Siloed Trust
(“Trust”), and JPMorgan Chase Bank, N.A. f/k/a Bank One, NA (Main Office
Chicago), individually (“JPMorgan Chase”), together with the Trust, (the
“Purchasers”) and JPMorgan Chase, as agent for the Purchasers. The
Amendment revises the financial covenants set forth in Article IX of the
Receivables Purchase Agreement to be consistent with the financial covenants
set
forth in the Amended and Restated Credit Agreement discussed below.
The
Amendment will be filed as an
exhibit to the Company’s Form 10-K for the fiscal year ended December 31,
2007.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On
December 20, 2007, Pool Corporation amended and restated its unsecured
syndicated senior credit facility (the “Amended Facility”).
Wachovia Bank, National Association, continues to serve as the Administrative
Agent, Swingline Lender and Issuing Lender for the Amended
Facility. JPMorgan Chase Bank serves as Syndication Agent, Capital
One, National Association, Regions Bank and Wells Fargo Bank, N.A., serve
as
Co-Documentation Agents. Wachovia Capital Finance Corporation
(Canada), Bank of America, National Association and Comerica Bank also
participate in the Amended Facility. Wachovia Capital Markets, LLC,
acted as sole Lead Arranger and sole Book Manager.
The
Amended Facility provides for borrowing capacity of up to $300 million by
increasing the revolving credit facility to $240 million, which includes
sublimits for the issuance of swingline loans and standby letters of
credit. The term of the amended revolving credit facility is five
years. The terms applicable to the $60 million term loan facility
remain unchanged.
The
Company’s obligations under the Amended Facility remain guaranteed by certain of
its existing and future domestic subsidiaries. Borrowings and standby
letters of credit under the Amended Facility bear interest, at the Company’s
option, at either (a) a base rate, which is the greater of (i) the Wachovia
Bank, National Association prime rate or (ii) the overnight Federal Funds
Rate
plus 0.50%, or (b) the London Interbank Offered Rate (LIBOR) plus a spread
ranging from 0.500% to 1.250%, with such spread in each case depending on
the
Company’s leverage ratio. The Company is also required to pay (a) an
annual facility fee of 0.125% to 0.300%, with such spread in each case depending
on the Company’s leverage ratio, (b) an annual commercial letter of credit
issuance fee of 0.125% multiplied by the face amount of each letter of credit
and (c) a letter of credit commission of 0.500% to 1.250% multiplied by face
amount of each letter of credit, with such spread in each case depending
on the
Company’s leverage ratio.
The
Amended Facility contains terms and provisions (including representations,
covenants and conditions) customary for transactions of this type, and the
financial covenants provide for maintenance of a maximum average total leverage
ratio (average total funded debt plus average accounts receivable
securitization/EBITDA) and a minimum fixed charge coverage ratio (EBITDAR/cash
interest expense plus rental expense).
The
foregoing description of the Amended Facility is not complete and is qualified
in its entirety by the actual terms of the Amended Facility, a copy of which
will be filed as an exhibit to the Company’s Form 10-K for the fiscal year ended
December 31, 2007.
Item
7.01 Regulation FD Disclosure.
On
December 20, 2007, Pool Corporation issued the press release included herein
as
Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
99.1 Press
release issued by Pool Corporation on December 20, 2007, announcing the
amendment of its Senior Credit Facility.
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.
POOL
CORPORATION
By: /s/
Mark W.
Joslin
Mark
W.
Joslin
Vice
President and
Chief Financial Officer
Dated:
December 20, 2007