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): November 20, 2006
LAYNE CHRISTENSEN COMPANY
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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0-20578
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48-0920712 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
1900 Shawnee Mission Parkway
Mission Woods, Kansas 66205
(Address of Principal Executive Offices)
(913) 362-0510
(Registrant’s telephone number, including area code)
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 CF$ 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))
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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
The information required by this item is included in Item 2.03 below.
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ITEM 2.03
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CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT. |
On November 20, 2006, in connection with the completion of the acquisition (the “Acquisition”)
of American Water Services Underground Infrastructure, Inc. (“AWSUI”) by Layne Christensen Company
(“Layne,” or the “Company”), Layne expanded its revolving credit facility with LaSalle Bank
National Association, as Administrative Agent, and a group of additional banks by entering into an
Amendment No. 2 to Amended and Restated Loan Agreement (the “Second Amendment”) with LaSalle Bank
National Association, as Administrative Agent and as Lender (the “Administrative Agent”), and the
other Lenders listed therein (the “Lenders”), from $130 million to $200 million (the “Credit
Facility”), approximately $28.6 million of which was used to pay the purchase price for the
Acquisition. The Second Amendment also extended the maturity date, modified the interest rate,
modified the financial covenants and provided for certain other amendments and modifications set
forth therein. The Credit Facility provides for interest at variable rates equal to, at the
Company’s option, a LIBOR rate plus .75% to 2.00%, or a base rate, as defined in the Amended Loan
Agreement plus up to .50%, depending upon the Company’s leverage ratio. The Credit Facility is
unsecured.
The ability of the Company to borrow under the Credit Facility is subject to the Company’s
ongoing compliance with certain covenants, including restrictions on the incurrence of additional
indebtedness and liens, investments, acquisitions, transfer or sale of assets, payment of dividends
and certain financial maintenance covenants, including among others, fixed charge coverage, maximum
debt to EBITDA, and minimum tangible net worth. In addition, under the terms of the Credit
Facility, if any event of default occurs, including payment default or insolvency of the Company,
the Administrative Agent and the Lenders would be entitled to accelerate any outstanding amounts
owed by the Company. As of November 20, 2006, the Company was in compliance with the covenants set
forth in the Amended and Restated Loan Agreement, as amended.
The foregoing description of the Second Amendment and the Credit Facility is qualified in its
entirety by reference to the Second Amendment, a copy of which is filed as Exhibit 4.1 hereto and
incorporated herein by reference, and the Amended and Restated Loan Agreement in its entirety,
which was filed as Exhibit 4.1 to the Company’s Form 8-K which was filed with the Securities and
Exchange Commission on October 4, 2005.
Concurrently with the consummation of the Acquisition, Layne also entered into a Letter
Amendment No. 4 to Master Shelf Agreement (“Amendment No. 4”) with Prudential Investment
Management, Inc., and the other purchasers listed therein (collectively, the “Purchasers”), which
modified certain financial covenants contained in the Master Shelf Agreement. As of November 20,
2006, the Company had $60,000,000 of senior promissory notes outstanding and $40,000,000 of senior
promissory notes available for issuance under the shelf facility created by the Master Shelf
Agreement (the “Shelf Facility”). No borrowings were made under the Shelf Facility in connection
with the Acquisition.
The ability of the Company to borrow under the Shelf Facility is subject to the Company’s
ongoing compliance with certain covenants, including restrictions on the incurrence of additional
indebtedness and liens, investments, acquisitions, transfer or sale of assets, payment of dividends
and certain financial maintenance covenants, including among others, fixed charge coverage, maximum
debt to EBITDA, and minimum tangible net worth. In addition, under the terms of the Shelf
Facility, if any event of default occurs, including payment default or insolvency of the Company,
the Purchasers would
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be entitled to accelerate any outstanding amounts owed by the Company. As of November 20, 2006,
the Company was in compliance with the covenants set forth in the Amended Shelf Agreement.
The foregoing description of Amendment No. 4 and the Shelf Facility is qualified in its
entirety by reference to Amendment No. 4, a copy of which is filed as Exhibit 4.2 hereto and
incorporated herein by reference, and the Master Shelf Agreement in its entirety, which was filed
as Exhibit 4.6 to the Company’s Form 10-Q which was filed with the Securities and Exchange
Commission on September 4, 2003.
ITEM 8.01 OTHER EVENTS.
A copy of the press release issued by the Company with respect to the Acquisition is attached
hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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4.1
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Amendment No. 2 to Amended and Restated Loan
Agreement, dated as of November 20, 2006, by and among Layne
Christensen Company, LaSalle Bank National Association, as
Administrative Agent and as Lender, and the other Lenders listed
therein. |
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4.2
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Letter Amendment No. 4 to Master Shelf
Agreement, dated as of November 20, 2006, by and among Layne
Christensen Company, Prudential Investment Management, Inc., The
Prudential Insurance Company of America, Pruco Life Insurance Company,
Security Life of Denver Insurance Company and such other Purchasers of
the Notes as may be named in the Master Shelf Agreement from time to
time. |
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99.1
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Press Release issued by Layne Christensen
Company, dated November 27, 2006. |
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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LAYNE CHRISTENSEN COMPANY |
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Date: November 27, 2006
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By:
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/s/ A. B. Schmitt
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Name: Andrew B. Schmitt
Title: President and Chief Executive Officer |
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