UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OR The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 14, 2005
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Invacare Corporation
(Exact name of registrant as specified in its charter)
Ohio 0-12938 95-2680965
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(State or other jurisdiction of (Commission (IRS Employer Identification)
incorporation or organization) File Number No)
One Invacare Way, P.O. Box 4028, Elyria, Ohio 44036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (440) 329-6000
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(Former name, former address and former fiscal year, if change since last
report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
The information set forth below in Item 2.03 of this report of Form 8-K is
incorporated herein be reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On January 14, 2005, Invacare Corporation ("Invacare") entered into a Credit
Agreement (the "Agreement") with Certain Borrowing Subsidiaries, the Banks Named
Therein, and JPMorgan Chase Bank, N.A. as Agent, Keybank National Association as
Syndication Agent, and J.P. Morgan Securities, Inc. and Keybank National
Association, as Co-Lead Arrangers. The new $450 million multi-currency credit
facility available to Invacare under the Agreement replaces the Company's
previous $325 million facility and refinances the bridge loan in place to fund
the purchase of WP Domus GmbH in September 2004. The new facility provides that
Invacare may, upon consent of its lenders, increase the amount of the facility
by an additional $100 million to $550 million. All borrowings under the facility
are required to be repaid by January 14, 2010.
The borrowing rate under the Agreement is determined based on the ratio of debt
to earnings before interest, taxes, depreciation and amortization (EBITDA) of
Invacare, as defined in the Agreement, and ranges from LIBOR plus 0.35% to
0.675%. In addition, the Agreement contains certain affirmative and negative
covenants with respect to, among other things, interest coverage, net worth, and
ratio of debt to EBITDA. The Agreement specifies various events of default,
including, among others, the failure to make payments when due and noncompliance
with covenants. Upon the occurrence of an event of default, the lenders can
declare all amounts outstanding under the facility due and payable.
Also on January 14, 2005, Invacare's prior $325 million credit facility and $100
million bridge financing were terminated as they were paid in full with
borrowings under the new facility. Invacare drew down $379.4 million under the
new credit facility to repay amounts outstanding under the prior credit
facilities.
The Agreement is filed as Exhibit 10.1 to this report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On January 19, 2005, the Company issued a press release announcing the signing
of the Agreement. The press release is attached as Exhibit 99.1 to this report
on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit 10.1 Credit Agreement dated as of January 14, 2005 among
Invacare Corporation and Certain Borrowing Subsidiaries, the
Banks Named Therein, and JPMorgan Chase Bank, N.A. as Agent,
Keybank National Association as Syndication Agent, J.P.
Morgan Securities, Inc. and Keybank National Association, as
Co-Lead Arrangers.
Exhibit 99.1 Invacare press release dated January 19, 2005.
SIGNATURES
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.
INVACARE CORPORATION
By:/s/ Gregory C. Thompson
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Gregory C. Thompson
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: January 19, 2005