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): July 23, 2010
Chicago Bridge & Iron Company N.V.
(Exact name of registrant as specified in its charter)
The Netherlands
(State or other jurisdiction of incorporation)
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| 1-12815
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N.A. |
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(IRS Employer Identification No.) |
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| Oostduinlaan 75 |
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| 2596 JJ The Hague |
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| The Netherlands
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N.A. |
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(Zip Code) |
Registrant’s telephone number, including area code: 31-70-3732010
N.A.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following (See General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
As disclosed in its quarterly report on
Form 10-Q filed on July 27, 2010, on July 23, 2010, Chicago Bridge & Iron Company N.V. (the “Company”) entered into a Third
Amended and Restated Credit Agreement (the “Credit Agreement”) dated as of July 23, 2010, among
Chicago Bridge & Iron Company N.V., the Subsidiary Borrowers (as defined therein), the Lenders
party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Bank of America, N.A., as
Syndication Agent. The Credit Agreement is a committed and unsecured four-year revolving credit
agreement with an aggregate capacity of $1.1 billion, which may be increased to $1.25 billion upon
the satisfaction of certain conditions contained therein. The Credit Agreement amends and restates
the Company’s existing Second Amended and Restated Credit Agreement dated as of October 13, 2006.
The Credit Agreement provides for a $1.1 billion revolving credit facility which is available
to issue performance letters of credit, with a sublimit of up to $550 million which is available to
issue financial letters of credit and/or to draw revolving loans. The Credit Agreement expires and
is repayable on July 23, 2014. The Company’s obligations under the Credit Agreement are guaranteed
by the Subsidiary Borrowers and certain of its other material subsidiaries.
The Credit Agreement contains restrictive financial covenants, including a minimum net worth
level, a minimum fixed charge coverage ratio and a maximum leverage ratio. The Credit Agreement
also places restrictions on us with regard to subsidiary indebtedness, sales of assets, liens,
investments, contingent obligations, type of business conducted, affiliate transactions, sales and
leasebacks and mergers and acquisitions, among other restrictions. In addition to interest on debt
borrowings, we are assessed quarterly commitment fees on the unutilized portion of the credit
facility as well as quarterly letter of credit fees on the average daily outstanding amount
available for drawing under all letters of credit. The interest rates, letter of credit fees and
commitment fees are based upon our then applicable leverage ratio.
An affiliate of Credit Agricole Corporate & Investment Banking serves as the sales agent for
the Company’s at-the-market equity offering. JPMorgan Chase
Bank, N.A. and Bank of America, N.A. each
participate in the Company’s three other committed and unsecured letter of credit and term loan
agreements. BNP Paribas and Credit Agricole Corporate & Investment Banking have recently served as
agent for the Company’s stock repurchases.
The Credit Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the
description of the Credit Agreement is qualified in its entirety by reference to such exhibit.