8-KOther EventsExhibits & Filings

CURTISS WRIGHT CORP 8-K Report, Corporate Update (Dec 13, 2011)

Filed December 13, 2011For Securities:CW

Summary

Curtiss-Wright Corporation (CW) announced on December 13, 2011, the completion of a private placement issuance and sale of $300 million in senior notes. This issuance comprises $100 million of 3.84% senior notes due in 2021 and $200 million of 4.24% senior notes due in 2026. The company intends to use the net proceeds to reduce its outstanding revolving credit facility debt, support its ongoing strategic growth initiatives, and for general corporate purposes. This move suggests a proactive approach to managing its capital structure and funding future growth. The notes were sold to institutional accredited investors under an exemption from registration. The terms of the note purchase agreement include standard affirmative covenants, such as maintaining corporate existence and providing financial statements. Crucially, it also includes restrictive covenants that will limit the company's flexibility regarding subsidiary indebtedness, mergers, asset sales, liens, and other significant corporate actions. Financial covenants are also in place, specifically a limit on the ratio of Consolidated Debt to Consolidated Total Capitalization (not to exceed 0.60 to 1.00) and a minimum Consolidated Net Worth requirement.

Key Highlights

  • 1Completed a $300 million senior notes offering consisting of $100 million (3.84% due 2021) and $200 million (4.24% due 2026).
  • 2Proceeds are earmarked for reducing revolving credit facility debt, funding strategic growth, and general corporate purposes.
  • 3The offering was a private placement to institutional accredited investors, exempt from SEC registration.
  • 4The senior notes rank pari passu with other senior unsecured indebtedness.
  • 5Includes customary affirmative covenants such as maintaining corporate existence and furnishing financial statements.
  • 6Contains significant restrictive covenants limiting subsidiary debt, mergers, asset sales, and other major transactions.
  • 7Key financial covenants include a maximum Consolidated Debt to Consolidated Total Capitalization ratio of 0.60:1.00 and a minimum Consolidated Net Worth requirement.

Frequently Asked Questions

Curtiss-Wright issued a total of $300 million in senior notes. This amount is divided into $100 million of 3.84% senior notes due in 2021 and $200 million of 4.24% senior notes due in 2026.

The company plans to use the net proceeds to reduce outstanding indebtedness under its revolving credit facilities, to fund its ongoing strategic growth plan, and for other general corporate purposes.

The primary financial covenants include a limit on the ratio of Consolidated Debt to Consolidated Total Capitalization, which must not exceed 0.60 to 1.00. Additionally, there's a requirement to maintain a minimum Consolidated Net Worth, calculated based on a base amount plus 50% of positive consolidated net income from September 30, 2011, onwards.

Yes, the agreement includes restrictive covenants that limit the company's ability to incur subsidiary indebtedness, engage in consolidations, mergers, sell assets, create liens, or undertake other significant corporate actions without meeting specific conditions or obtaining consent.