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): DECEMBER 18, 2008
STANDARD MOTOR PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 1-4743 11-1362020
(State or Other (Commission File Number) (I.R.S. Employee
Jurisdiction of Incorporation) Identification Number)
37-18 NORTHERN BOULEVARD, LONG ISLAND CITY, NEW YORK 11101
(Address of Principal Executive Offices, including Zip Code)
Registrant's Telephone Number, including Area Code: 718-392-0200
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Amendment to Revolving Credit Facility
On December 18, 2008, the Company and certain of its wholly owned subsidiaries
entered into an amendment of its Second Amended and Restated Credit Agreement
dated as of March 20, 2007, as further amended (the "Credit Agreement"), with
General Electric Capital Corporation, as agent, and a syndicate of lenders for a
secured revolving credit facility. The amendment provides for, among other
things, the following:
o On the effective date of the amendment, the interest rates
applicable to our outstanding borrowings under the credit facility
will increase, such that the margin added to the prime rate will
increase to 1.50% and the margin added to the LIBOR rate will
increase to 2.75%.
o On the earlier of (a) March 31, 2009 or (b) the closing of any
refinancing of our convertible subordinated debentures, the interest
rates applicable to our outstanding borrowings under the credit
facility will be modified, such that the margin added to the prime
rate will increase to between 1.75%-2.25% and the margin added to
the LIBOR rate will increase to between 3.00%-3.50%, in each case
depending upon the level of Excess Formula Availability as defined
in the credit facility.
o There is a limit of $50 million on the amount of subordinated
convertible debentures that the Company can repurchase in the open
market prior to the closing of any additional debt financing
transaction. As of December 18, 2008, the Company has repurchased
$45.1 million of its aggregate $90 million of subordinated
convertible debentures.
o On the effective date of the amendment, the Company shall maintain a
Borrowing Availability Reserve of $15 million, except in certain
circumstances; provided that the Borrowing Availability Reserve
shall be reduced to zero on the effective date of the redemption or
repayment of our convertible subordinated debentures.
o Effective on the date of redemption or repayment of our convertible
subordinated debentures, the Company shall maintain Minimum
Borrowing Availability of at least $25 million, which amount may be
reduced by up to $10 million in certain circumstances.
We maintain ordinary banking relationships with General Electric Capital
Corporation, certain of the other lenders and their respective affiliates. For
these services, the parties have received, and may in the future receive,
customary compensation and expense reimbursement.
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Amendment to Canadian Credit Agreement
On December 18, 2008, we amended our credit agreement with GE Canada Finance
Holding Company, for itself and as agent for the lenders. The amendment provides
for, among other things, the following: (a) the allowance of cash proceeds from
the divestiture of the Blue Streak Electronics joint venture to be applied in
accordance with the requirements of our US revolving credit facility; and (b) an
increase in the interest rates applicable to our outstanding borrowings under
the Canadian credit agreement to be in line with the increases set forth in our
US revolving credit facility.
The descriptions set forth above are qualified by (a) Amendment No. 4 to Second
Amended and Restated Credit Agreement filed herewith as exhibit 10.25 and (b)
Amendment No. 3 to Credit Agreement filed herewith as exhibit 10.26.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.25 Amendment No. 4 to Second Amended and Restated Credit
Agreement, dated as of December 18, 2008, among Standard Motor
Products, Inc., as borrower and the other credit parties
thereto, and General Electric Capital Corp., as agent and
lender, Bank of America, N.A. and Wachovia Bank, N.A., as
lenders and co-syndication agents, JPMorgan Chase Bank, N.A.,
as lender and as documentation agent, and the other lenders
thereto.
10.26 Amendment No. 3 to Credit Agreement, dated as of December 18,
2008, among SMP Motor Products, Ltd., as borrower and the
other credit parties thereto, and GE Canada Finance Holding
Company, as lender and agent, and the other lenders thereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STANDARD MOTOR PRODUCTS, INC.
By: /s/ James J. Burke
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James J. Burke
Vice President Finance, Chief Financial Officer
Date: December 22, 2008
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.25 Amendment No. 4 to Second Amended and Restated Credit Agreement,
dated as of December 18, 2008, among Standard Motor Products, Inc.,
as borrower and the other credit parties thereto, and General
Electric Capital Corp., as agent and lender, Bank of America, N.A.
and Wachovia Bank, N.A., as lenders and co-syndication agents,
JPMorgan Chase Bank, N.A., as lender and as documentation agent, and
the other lenders thereto.
10.26 Amendment No. 3 to Credit Agreement, dated as of December 18, 2008,
among SMP Motor Products, Ltd., as borrower and the other credit
parties thereto, and GE Canada Finance Holding Company, as lender
and agent, and the other lenders thereto.
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