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):
May 2, 2007 (April 30, 2007)
Brown-Forman Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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002-26821
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61-0243150 |
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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.) |
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| 850 Dixie Highway, Louisville, Kentucky
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40210 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (502) 585-1100
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On April 30, 2007, Brown-Forman Corporation (“Brown-Forman”) and certain of its subsidiaries
entered into a Five-Year Credit Agreement dated as of such date with
certain lenders party
thereto, Bank of America, N.A., as Syndication Agent and as a Lender, Citicorp North America, Inc.,
Barclays Bank Plc, National City Bank and Wachovia Bank, National Association as Co-Documentation
Agents and as Lenders, JPMorgan Chase Bank, N.A. as Administrative
Agent and as a Lender and J.P.
Morgan Europe Limited, as London Agent (the “Credit Agreement”). In connection with the closing of the Credit
Agreement, Brown-Forman terminated the company’s existing two credit facilities, which included the five-year credit
agreement dated as of July 30, 2004, as amended, among Brown-Forman, certain of its subsidiaries, certain
lenders party thereto, Bank of America, N.A. as Syndication Agent, Citibank, N.A., HSBC Bank USA,
and National City Bank of Kentucky as Documentation Agents and JPMorgan Chase Bank, N.A. as
Administrative Agent (the “Previous Credit Agreement”) and the Bridge Credit Agreement dated as of December 21, 2006,
between Brown-Forman and certain lenders party thereto, JPMorgan Chase Bank, N.A., as Syndication
Agent, Citibank North America, Inc., as Documentation Agent, Bank of America, N.A., as
Administrative Agent (the “Bridge Credit Agreement”).
The Credit Agreement provides an
$800,000,000, five-year credit commitment. The Credit Agreement
allows Brown-Forman and certain of its subsidiaries to borrow funds on an unsecured basis,
with all such borrowings due to be repaid no later than April 30, 2012. At Brown-Forman’s
election, funds may be borrowed in U.S. dollars, Euro, Sterling or other foreign currencies that
are freely convertible into U.S. dollars. Brown-Forman may prepay loans made under the agreement at
any time, subject to certain break funding payments.
Borrowings under the Credit Agreement will bear interest at a floating annual rate selected by
Brown-Forman, which may be (i) a base rate equal to the higher of a reference prime rate or the
federal funds rate plus 0.50%; or (ii) a LIBO or EURIBO rate plus a spread ranging from 0.110% to
0.400%. The applicable spread will be determined on the basis of the corporation’s debt ratings by
S&P and Moody’s from time to time in effect and the principal amount of borrowings outstanding
under the facility. Such debt ratings will also be used in determining the applicable facility fee,
which will be payable quarterly and may range from 0.040% to 0.100% of aggregate commitments. The
Credit Agreement contains conditions to funding, representations and warranties, affirmative
covenants and negative covenants that are customary for these types of facilities, including a
covenant requiring that the corporation maintain a ratio of consolidated total EBITDA to
consolidated interest expense, as such terms are defined therein, of not less than 3.0 to 1.0 for
any four consecutive fiscal quarters. The foregoing description of the Credit Agreement does not
purport to be complete and is qualified in its entirety by reference to the text of such agreement,
which is filed as Exhibit 10.1 hereto and is incorporated into this report by reference.
Item 1.02
TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
The
information contained in Item 1.01 above with respect to
Brown-Forman’s terminations of the Previous Credit Agreement and the Bridge
Credit Agreement is incorporated by reference into this Item 1.02.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information set forth in Item 1.01 above with respect to the Credit Agreement is incorporated
by reference into this Item 2.03.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d)
| 10.1 |
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Five-Year Credit Agreement dated as of April 30, 2007 by and among Brown-Forman
Corporation, Brown-Forman Beverages, Europe, LTD, certain borrowing subsidiaries and certain
lender parties thereto, Bank of America, N.A., as Syndication Agent and as a Lender, Citicorp
North America, Inc., Barclays Bank Plc, National City Bank and Wachovia Bank, National
Association as Co-Documentation Agents and as Lenders, JPMorgan Chase Bank, N.A. as
Administrative Agent and as a Lender and J.P. Morgan Europe Limited, as London Agent. |