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): August 15,
2008
Mettler-Toledo
International Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
of incorporation)
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File
No. 001-13595
(Commission
File Number)
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13-3668641
(IRS
Employer Identification No.)
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Im
Langacher, P.O. Box MT-100
CH-8606,
Greifensee, Switzerland
__________________________________________
(Address
of principal executive offices) (zip code)
Registrant’s
telephone number, including area code: +41-1-944-2211
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.02.
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Termination
of a Material Definitive Agreement.
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On August
15, 2008, Mettler-Toledo International Inc. (“Mettler-Toledo”) terminated its
$450 million Amended and Restated Credit Agreement (the “Old Credit Agreement”)
among Mettler-Toledo, certain of its subsidiaries and certain financial
institutions, dated as of November 7, 2005. The Old Credit Agreement
was superseded by a new credit agreement, as described in Item 2.03
hereof.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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On August 15, 2008, Mettler-Toledo and
certain of its subsidiaries entered into a $950 million credit agreement (the
“New Credit Agreement”) with JPMorgan Chase, N.A., as Administrative Agent, J.P.
Morgan Securities Inc. and Banc of America Securities LLC, as Joint Lead
Arrangers and Joint Book Runners, and certain other financial
institutions.
The New
Credit Agreement is a revolving credit facility and Mettler-Toledo has drawn on
this facility to repay all outstanding amounts under the Old Credit Agreement,
which has been terminated.
The
material terms of the New Credit Agreement are substantially similar to the
terms of the Old Credit Agreement, except with respect to maturity and interest
rates.
The $950
million New Credit Agreement is repayable in 2013. It is not subject
to any scheduled principal payments prior to maturity. Borrowings
under the New Credit Agreement bear interest at current market rates plus a
margin based on Mettler-Toledo’s senior unsecured credit ratings (currently
“BBB” by Standard & Poor’s and “Baa2” by Moody’s) and is currently set at
LIBOR plus 0.700%. Mettler-Toledo must also pay facility fees that
are tied to its credit ratings.
The New
Credit Agreement requires Mettler-Toledo to maintain a ratio of debt to earnings
before interest, tax, depreciation and amortization of less than 3.25 to 1.0 and
an interest coverage ratio of more than 3.5 to 1.0. The New Credit
Agreement also contains certain customary affirmative and negative covenants,
which, among other things, limit Mettler-Toledo’s ability to grant liens or
incur debt at a subsidiary level. Events of default under the New
Credit Agreement include non-payment, covenant breaches, incorrect
representations and warranties, cross-default, insolvency proceedings, inability
to pay debts, attachment, judgments, ERISA events, and change of
control.
The New
Credit Agreement is unsecured.
The foregoing description of the New
Credit Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the New Credit Agreement, which is
filed herewith as Exhibit 10.1 and incorporated herein by
reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
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10.1
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Credit
Agreement among Mettler-Toledo International Inc., certain of its
subsidiaries, JPMorgan Chase, N.A., J.P. Morgan Securities Inc. and Banc
of America Securities LLC and certain other financial institutions, dated
as of August 15, 2008
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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.
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METTLER-TOLEDO
INTERNATIONAL INC. |
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Date:
August 15, 2008
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By:
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/s/
James T. Bellerjeau |
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James
T. Bellerjeau |
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General
Counsel |
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Exhibit
Index
| Exhibit
No. |
Description |
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10.1
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Credit
Agreement among Mettler-Toledo International Inc., certain of its
subsidiaries, JPMorgan Chase, N.A., J.P. Morgan Securities Inc. and Banc
of America Securities LLC and certain other financial institutions, dated
as of August 15, 2008
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