8-KOther Events

CURTISS WRIGHT CORP 8-K Report, Corporate Update (Dec 5, 2005)

Filed December 5, 2005For Securities:CW

Summary

Curtiss-Wright Corporation (CW) announced the completion of a significant financing event on December 1, 2005, through the issuance and sale of $150 million in 5.51% Series C Senior Guaranteed Notes. These notes have a 12-year bullet maturity and are unsecured, ranking equally with other senior unsecured debt. The company intends to use the net proceeds to reduce outstanding revolving credit facility balances, support its strategic growth initiatives, and for general corporate purposes. The offering was conducted as a private placement to institutional accredited investors, exempt from Securities Act registration. The filing details customary covenants within the Note Purchase Agreement, including affirmative covenants related to corporate operations and financial reporting, as well as restrictive covenants limiting subsidiary indebtedness, mergers, asset sales, and other significant corporate actions. Importantly, the agreement includes financial covenants such as a maximum Consolidated Debt to Consolidated Total Capitalization ratio of 0.60:1.00 and a minimum Consolidated Net Worth requirement tied to a base amount plus a percentage of positive consolidated net income accrued since September 30, 2005.

Key Highlights

  • 1Completed a $150 million issuance of 5.51% Series C Senior Guaranteed Notes on December 1, 2005.
  • 2The Notes have a 12-year bullet maturity and are unsecured, ranking pari passu with other senior unsecured debt.
  • 3Proceeds will be used to reduce revolving credit facility debt, fund growth, and for general corporate purposes.
  • 4The offering was a private placement to institutional accredited investors, exempt from registration.
  • 5Includes standard affirmative and restrictive covenants covering corporate operations, financial reporting, and strategic actions.
  • 6Key financial covenants include a maximum Consolidated Debt to Total Capitalization ratio of 0.60:1.00.
  • 7A minimum Consolidated Net Worth covenant is in place, with adjustments for positive net income.
  • 8Customary events of default are detailed, including payment failures, covenant breaches, cross-defaults on other debt over $20 million, and bankruptcy events.

Frequently Asked Questions

Curtiss-Wright intends to use the proceeds from the $150 million note issuance primarily to reduce outstanding debt under its revolving credit facilities, to support its ongoing strategic growth plans, and for other general corporate purposes. This indicates a focus on strengthening the balance sheet and funding future expansion.

The new notes impose two primary financial covenants: 1) The ratio of Consolidated Debt to Consolidated Total Capitalization must not exceed 0.60 to 1.00. 2) Consolidated Net Worth must remain above a specified base amount ($403,223,000) plus 50% of positive consolidated net income earned since September 30, 2005. These covenants are designed to ensure the company maintains a healthy leverage and solvency position.

The Series C Senior Guaranteed Notes rank equally (pari passu) with the company's other senior unsecured indebtedness. The use of proceeds to pay down revolving credit facilities suggests an effort to manage its debt structure, potentially refinancing shorter-term debt with longer-term notes at a fixed rate.

No, these notes were offered and sold in a private placement to institutional accredited investors and are exempt from registration under the Securities Act. They are not registered for resale and cannot be offered or sold publicly without registration or an applicable exemption.