Curtiss-Wright Corp. 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Curtiss-Wright Corporation on February 27, 2013, reporting events that occurred on February 26, 2013. The filing details the completion of a private placement offering of senior notes.
Key Financial Metrics and Capital Structure
The Company issued and sold a total of $500,000,000 in senior notes. The capital structure of the offering is as follows:
- $225 million 3.70% senior notes due February 26, 2023
- $100 million 3.85% senior notes due February 26, 2025
- $75 million 4.05% senior notes due February 26, 2028
- $100 million 4.11% senior notes due September 26, 2028
The Notes rank pari passu with the Company's other senior unsecured indebtedness. The filing does not provide specific values for revenue, profit, cash flow, or current liquidity ratios, as this is a transactional report rather than a periodic financial statement.
Material Changes and Use of Proceeds
The primary material change is the addition of $500 million in long-term debt. The Company intends to use the net proceeds from the offering for the following purposes:
- Reduction of outstanding indebtedness under revolving credit facilities.
- Funding of ongoing strategic growth plans.
- Other general corporate purposes.
Covenants, Risks, and Management Commentary
The Note Purchase Agreement includes specific financial covenants and restrictive terms:
- Debt Limitation: The ratio of Consolidated Debt to Consolidated Total Capitalization must not exceed 0.60 to 1.00 as of the last day of each fiscal quarter.
- Minimum Net Worth: Consolidated Net Worth must not be less than $766,816,000 plus 50% of aggregate Consolidated Net Income for completed fiscal quarters ending on or after December 31, 2012 (if positive).
- Restrictive Covenants: Limitations on subsidiary indebtedness, consolidations, mergers, asset sales, liens, and transactions with affiliates.
- Events of Default: Include failure to make payments, breach of covenants, cross-defaults on indebtedness exceeding $20 million, bankruptcy, and judgments exceeding $20 million.
The offering was exempt from registration under the Securities Act of 1933 and was sold to institutional accredited investors. The Notes are not registered for resale.
Investor Verification Checklist
- Verify the Company's current Consolidated Debt to Consolidated Total Capitalization ratio to ensure compliance with the 0.60:1.00 covenant.
- Confirm the Company's Consolidated Net Worth against the $766.8 million threshold plus applicable net income adjustments.
- Review the impact of the new debt issuance on the Company's overall leverage and interest coverage ratios.
- Assess the status of the revolving credit facilities to determine the extent of debt reduction achieved with the proceeds.
- Monitor for any cross-default triggers related to other indebtedness agreements exceeding $20 million.