Curtiss-Wright Corporation 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K covers events occurring on December 1, 2005. The filing details the completion of a private placement of senior debt by Curtiss-Wright Corporation.
Key Financial Metrics and Capital Structure
- Debt Issuance: $150,000,000 in 5.51% Series C Senior Guaranteed Notes.
- Maturity: 12-year bullet maturity (unsecured).
- Ranking: Pari passu with other senior unsecured indebtedness.
- Use of Proceeds: Reduction of outstanding indebtedness under revolving credit facilities, funding strategic growth plans, and general corporate purposes.
- Financial Covenants:
- Consolidated Debt to Consolidated Total Capitalization ratio must not exceed 0.60 to 1.00.
- Minimum Consolidated Net Worth must not fall below $403,223,000 plus 50% of aggregate Consolidated Net Income for completed fiscal quarters ending on or after September 30, 2005.
Material Changes
The primary material change is the addition of $150 million in long-term debt to the company's capital structure. The filing does not provide comparative financial data (revenue, profit, cash flow, or margins) for the current period versus prior periods.
Outlook, Risks, and Contingencies
Management Commentary: The company intends to utilize the net proceeds to reduce short-term revolving credit facility debt and support strategic growth.
Risks and Covenants: The Notes contain restrictive covenants limiting subsidiary indebtedness, mergers, asset sales, liens, and acquisitions. Events of default include failure to make payments, breach of covenants, cross-defaults on indebtedness exceeding $20,000,000, bankruptcy, and judgments exceeding $20,000,000.
Unusual Items: The filing text does not provide a clear value for unusual items or specific guidance beyond the stated use of proceeds.
Investor Verification Checklist
- Verify the exact amount of revolving credit facility debt reduced by the $150 million proceeds.
- Confirm the company's current Consolidated Debt to Total Capitalization ratio to ensure compliance with the 0.60:1.00 covenant.
- Review the latest Consolidated Net Worth to ensure it meets the $403,223,000 minimum threshold plus applicable income adjustments.
- Examine the full Note Purchase Agreement (Exhibit 10.1) for specific definitions of "Consolidated Debt" and "Total Capitalization."