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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 7, 2001
RIVERWOOD HOLDING, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-11113 58-2205241
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(State or other jurisdiction of Commission File Number (I.R.S. Employer
Incorporation or organization) Identification No.)
1105 North Market Street
Suite 1300
Wilmington, Delaware 19801
(Address of principal executive offices)
(Zip Code)
c/o Riverwood International Corporation
(770) 644-3000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
Riverwood International Corporation, an indirect subsidiary of Riverwood
Holding, Inc, has received commitments for a new $635,000,000 senior secured
credit facility from The Chase Manhattan Bank and Bankers Trust Company. The
closing under the new facility is expected to take place by August 15, 2001, and
will be dependent on the satisfaction of a number of conditions, including the
completion of a capital markets refinancing of a portion of Riverwood's existing
credit facility. The proceeds of the new facility drawn at closing, currently
estimated to include approximately $65 million in revolving credit borrowings,
are expected to be applied to repay in full the remaining borrowings under the
existing credit facility and to pay fees and expenses incurred in connection
with the refinancing transactions, currently estimated at approximately $20
million.
In connection with these refinancing transactions, Riverwood has requested that
the lenders under its existing credit facility agree to an amendment to permit
the capital markets refinancing and reduce through the end of 2001 the EBITDA
levels required to be maintained under the existing facility.
Riverwood expects the new facility to provide for a $335,000,000 term loan
facility and a $300,000,000 revolving credit facility, with LIBOR-based
borrowings initially bearing interest at a rate of LIBOR plus 2.75%. The new
facility is expected to mature on December 31, 2005, extendable to December 31,
2006 under certain circumstances. The new term loans are expected to amortize in
semi-annual installments beginning June 30, 2003 and amounting to $75.0 million
annually in each of 2003 and 2004, with $46.25 million due on June 30, 2005, and
the remainder due at maturity absent an extension. The new facility is expected
to be guaranteed by Riverwood's subsidiaries and parents, and to be secured by
assets of the Riverwood group, in substantially the same manner as its existing
credit facility. The new facility documentation is expected to be substantially
similar to the existing facility documentation.
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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 thereunto duly authorized.
RIVERWOOD HOLDING, INC.
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(Registrant)
Date: June 7, 2001 By:
/s/ Edward W. Stroetz Jr.
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Edward W. Stroetz Jr.
Secretary
Date: June 7, 2001 By:
/s/ Daniel J. Blount
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Daniel J. Blount
Senior Vice President and
Chief Financial Officer