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 | ||
December 20, 2012 | ||
(Date of Report) | ||
December 19, 2012 | ||
(Date of Earliest Event Reported) | ||
Sotheby's | ||
(Exact name of registrant as specified in its charter) | ||
Delaware | 1-9750 | 38-2478409 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1334 York Avenue | ||
New York, NY | 10021 | |
(Address of principal executive offices) | (Zip Code) | |
(212) 606-7000 | ||
(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: | |||||
¨ | 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)) |
• | Extends the maturity date of the A&R Credit Agreement from September 1, 2014 to December 19, 2017. |
• | Adds Sotheby's Hong Kong Limited as a Foreign Borrower under the Revolving Credit Facility (previously only Sotheby's U.K. and other U.K. entities were Foreign Borrowers). |
• | Increases the borrowing capacity of the Revolving Credit Facility from $200 million to $300 million, with a sub-limit of $100 million (previously $50 million) for borrowings by Foreign Borrowers. The amount of borrowings under the Revolving Credit Facility is subject to a borrowing base, as defined in the A&R Credit Agreement, which is determined by a calculation that is primarily based upon the carrying values of Sotheby's loan portfolio, art inventory, and Net Tangible Assets. |
• | Increases the Net Tangible Asset component of the borrowing base calculation from $20 million to $50 million. |
• | Reduces interest rate margins for borrowings under the Revolving Credit Facility. |
• | Reduces commitment fees for undrawn amounts under the Revolving Credit Facility from 0.625% per annum to 0.500% per annum. Such fee shall be reduced to 0.375% per annum if the usage of the Revolving Credit Facility is greater than 50%. |
• | Provides Sotheby's with greater flexibility with regards to dividend payments and common stock repurchases. As a result of the A&R Credit Agreement, there are now no limitations on dividend payments and common stock repurchases provided that: (i) there are no Events of Default, (ii) the Aggregate Borrowing Availability equals or exceeds $100 million and (iii) the Total Liquidity Amount equals or exceeds $150 million. |
• | Increases Sotheby's annual capital expenditure limitation from $25 million to $50 million. |
(c) | Exhibits | |||
10.1 | Amended and Restated Credit Agreement, dated as of December 19, 2012, among Sotheby's, a Delaware corporation, Sotheby's, Inc., Sotheby's Financial Services, Inc., Sotheby's Financial Services California, Inc., Oberon, Inc., Sotheby's Ventures, LLC, Oatshare Limited, Sotheby's, a company registered in England, Sotheby's Financial Services Limited and Sotheby's Hong Kong Limited, as Borrowers, the other Credit Parties signatory thereto, the Lenders signatory thereto , General Electric Capital Corporation, as Agent and a Lender and GE Capital Markets, Inc., HSBC Bank PLC and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Bookrunners | |||
99.1 | Press release of Sotheby's, dated December 19, 2012. |
SOTHEBY'S | |||
By: | /s/ Kevin M. Delaney | ||
Kevin M. Delaney | |||
Senior Vice President, | |||
Controller and Chief Accounting Officer | |||
Date: | December 20, 2012 |
Exhibit No. | Description |
10.1 | Amended and Restated Credit Agreement, dated as of December 19, 2012, among Sotheby's, a Delaware corporation, Sotheby's, Inc., Sotheby's Financial Services, Inc., Sotheby's Financial Services California, Inc., Oberon, Inc., Sotheby's Ventures, LLC, Oatshare Limited, Sotheby's, a company registered in England, Sotheby's Financial Services Limited and Sotheby's Hong Kong Limited, as Borrowers, the other Credit Parties signatory thereto, the Lenders signatory thereto , General Electric Capital Corporation, as Agent and a Lender and GE Capital Markets, Inc., HSBC Bank PLC and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Bookrunners |