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): June 3, 2009
_____________________
Cogdell
Spencer Inc.
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
Maryland
|
001-32649
|
20-3126457
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
Number)
|
|
|
|
|
|
|
|
|
|
4401
Barclay Downs Drive, Suite 300
Charlotte,
North Carolina
|
|
28209
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (704) 940-2900
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 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.
On June 3, 2009,
MEA Holdings, Inc. (the “Borrower”), an indirect subsidiary of Cogdell Spencer
Inc. (the “Company”), entered into the First Amendment to Senior Secured Term
Loan Agreement (the “Amendment”) with KeyBank National Association, as agent and
as lender, the other lenders party thereto, and the Company, Cogdell Spencer LP,
CS Business Trust I and CS Business Trust II, Erdman Company, Marshall Erdman
Development, LLC and Erdman Architecture & Engineering Company, as
guarantors. The Amendment amends the Senior Secured Term Loan Agreement
(the “Term Loan”), dated March 10, 2008. The Amendment, among other
things, amends certain financial covenants relating to the Borrower and its
wholly owned subsidiary, Erdman Company, as well as certain other provisions of
the Term Loan, including (1) the elimination of the minimum adjusted
consolidated EBITDA covenant (previously $22.5 million), (2) a modification of
the maximum adjusted consolidated senior indebtedness to adjusted consolidated
EBITDA covenant to 3.50 to 1.00 through March 2011 and 3.00 to 1.00 from April
2011 to final maturity (previously 4.25 to 1.00 as of March 31, 2009, decreasing
to 3.75 to 1.00 as of July 1, 2009), (3) an increase in the interest rate from
LIBOR plus 3.50% to LIBOR plus 4.50% and (4) payment of a market based
modification fee. The Amendment was subject to the repayment of $50.0
million of the outstanding balance under the Term Loan by the Borrower (which
amount was repaid on June 3, 2009) and certain other customary terms and
conditions.
The preceding
description is qualified in its entirety by reference to the Amendment, a copy
of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
See Item 1.01
above.
Item 9.01. Financial
Statements and Exhibits
(d)
Exhibits.
10.1 First Amendment to
Senior Secured Term Loan Agreement, dated June 3,
2009.
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 hereunto
duly authorized.
| |
COGDELL
SPENCER INC. |
|
| |
|
|
|
|
|
By:
|
/s/ Frank
C. Spencer |
|
| |
|
Name:
Frank C. Spencer |
|
| |
|
Title:
Chief Executive Officer and President
|
|
| |
|
|
|
Date: June
9, 2009
3