middleby8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 14, 2008
THE
MIDDLEBY CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-9973
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36-3352497
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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1400
Toastmaster Drive, Elgin, Illinois
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60120
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(847)
741-3300
(Registrant’s
telephone number, including area code)
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:
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)
Item
2.03. Creation of a Direct
Financial Obligation.
Effective August 14, 2008, The Middleby
Corporation (the “Company”) increased
its borrowing capacity by $47.83 million pursuant to the accordion feature in
its Fourth Amended and Restated Credit Agreement dated as of December 28, 2008
(as amended, the “Credit Agreement”)
among Middleby Marshall Inc., the Company, various financial institutions and
Bank of America, N.A., as administrative agent. The terms of the Credit
Agreement initially provided for $450 million of availability under a revolving
credit facility. Upon the exercise of the accordion feature, the
availability was increased to $497.83 million. As of June 28, 2008,
the Company had $263.6 million of borrowings outstanding under this facility, as
well as $5.7 million in outstanding letters of credit, which reduce
the borrowing availability under the revolving credit line. The expanded credit
facility will provide additional liquidity to be used to fund the acquisition of
TurboChef Technologies, Inc., future acquisitions and for general corporate
purposes.
The pricing of the credit facility
remained unchanged and currently bears an interest rate at 1.25% above the
London Interbank Offering Rate (LIBOR) for long-term borrowings or at the higher
of the Prime rate and the Federal Funds Rate plus 0.5%. At June 28, 2008 the
average interest rate on the senior debt amounted to 3.87%. The interest rate
margin on borrowings at LIBOR under the Credit Agreement may be adjusted
quarterly based on the company’s defined indebtedness ratio on a rolling
four-quarter basis. Additionally, a commitment fee based upon the indebtedness
ratio is charged on the unused portion of the revolving credit line. This
variable commitment fee amounted to 0.25% as of June 28, 2008.
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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THE
MIDDLEBY CORPORATION |
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Dated:
August 20, 2008
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By:
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/s/
Timothy J. FitzGerald
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Timothy
J. FitzGerald
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Vice
President and
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Chief
Financial Officer
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