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):
August 31, 2007
Eagle Materials Inc.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Delaware
|
|
1-12984
|
|
75-2520779 |
(State or other jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer |
of incorporation)
|
|
|
|
Identification No.) |
|
|
|
|
|
3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas
|
|
75219 |
(Address of principal executive offices)
|
|
(Zip code) |
Registrant’s telephone number including area code: (214) 432-2000
Not Applicable
(Former name or former address if changed from last report)
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:
| 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)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Eagle Materials Inc. (the “Company”) is a party to an Amended and Restated Credit Agreement,
dated as of December 16, 2004 (as amended, the “Credit Agreement”), with the banks and financial
institutions party thereto, including JP Morgan Chase Bank, N.A. as administrative agent, Bank of
America, N.A. and Branch Banking and Trust Company, as co-syndication agents, and Wells Fargo Bank,
N.A. and Union Bank of California, N.A. as co-documentation agents. Capitalized terms not
otherwise defined in this current report on Form 8-K shall have the meanings ascribed to them in
the Credit Agreement. On August 31, 2007, the Required Lenders approved a Seventh Amendment to
Amended and Restated Credit Agreement dated as of August 31, 2007 (the “Seventh Amendment”).
The
purpose of the Seventh Amendment is to modify certain covenants to be
more consistent with the credit quality of the Company and to provide
the Company with additional financial flexibility.
The Seventh Amendment, among other things, (a) increases the permissible Leverage Ratio so
that it may be no more than 3.50 to 1.00, and in the context of Acquisitions so that it may be no
more than 3.00 to 1.00 on a proforma basis; (b) adds additional categories to the definition of
“Applicable Rate” to account for the higher potential Leverage Ratio; (c) decreases the interest
coverage ratio (described in Section 6.09 of the Credit Agreement) so that it may be no less than
2.50 to 1.00; and (d) provides that the Company may settle Swap Agreements by the issuance of
Equity Interests in the Company.
The foregoing description is qualified by reference to the Seventh Amendment, which is being
filed with this current report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| |
|
|
| Exhibit Number |
|
Description |
|
|
|
4.1
|
|
Seventh Amendment to Amended and Restated Credit Agreement
dated August 31, 2007 |