- Current report filing (8-K)
16 Outubro 2009 - 3:52PM
Edgar (US Regulatory)
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
October 14, 2009
Date of Report (Date of Earliest Event Reported)
HOSPIRA, INC.
(Exact Name of
Registrant as Specified in Its Charter)
Delaware
(State or Other
Jurisdiction of Incorporation)
1-31946
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20-0504497
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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275 N. Field Drive
Lake Forest, Illinois 60045
(Address Of Principal Executive Offices, including Zip Code)
Registrants Telephone Number, Including Area Code:
(224) 212-2000
Not Applicable
(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 1.01
Entry
into a Material Definitive Agreement
On
October 14, 2009, Hospira, Inc. (the Company) entered into a Credit
Agreement and Guaranty (the Credit Agreement) with a group of lenders
identified in the Credit Agreement, including Citibank, N.A., as Administrative
Agent. The Credit Agreement is included
as Exhibit 10.1 and is hereby incorporated by reference into this Item
1.01. The description herein is
qualified in its entirety by the Credit Agreement. Under the Credit Agreement, the initial
aggregate amount of the lenders commitments is $700,000,000, and the Company
may, at its option, seek to increase the total commitments from time to time by
an aggregate amount of up to $125,000,000 (resulting in maximum total
commitments of $825,000,000).
The
Credit Agreement replaces the $375,000,000 revolving credit agreement, dated as
of December 16, 2005, and amended as of January 15, 2007, which was
attached as Exhibit 10.16 to the Companys Annual Report on Form 10-K
for the year ended December 31, 2006.
The Company did not incur any penalties in connection with the
termination of the previous credit agreement
.
Except as described herein, the
Credit Agreement is substantially similar to the Companys previous credit
agreement.
The
Credit Agreement permits loans to the Company and, subject to specified
criteria, foreign subsidiaries of the Company.
The Credit Agreement also permits the issuance of letters of credit on
behalf of the Company. The Credit
Agreement is unsecured and repayable on maturity in October of 2012. If there are any borrowings by Company
subsidiaries, those borrowings will be guaranteed by the Company.
Loans
under the Credit Agreement bear interest at either LIBOR or a base rate plus,
in each case, a spread determined by the Companys credit rating. In addition, the Company is required to pay
certain fees under the Credit Agreement, including facility fees and letter of
credit fees.
The
Credit Agreement contains customary covenants, including covenants limiting
liens, subsidiary indebtedness, substantial assets sales and mergers. Most of these restrictions are subject to
thresholds and exceptions. The Credit
Agreement also contains financial covenants that require the Company to
maintain a minimum interest coverage ratio of at least 5:1, and a maximum
leverage ratio of 3.25:1. The Credit
Agreement has customary events of default, including (subject to certain
materiality thresholds and grace periods) payment default, failure to comply
with covenants, material inaccuracy of representation or warranty, bankruptcy
or insolvency proceedings, change of control, and cross-default to other debt
agreements.
Hospira
had no outstanding borrowings under its previous credit agreement, and has no
borrowings under the Credit Agreement.
2
Item 1.02
Termination
of a Material Definitive Agreement
The
disclosure included in Item 1.01 hereof is incorporated by reference into this
Item 1.02.
Item 2.03
Creation
of a Direct Financial Obligation
The
disclosure included in Item 1.01 hereof is incorporated by reference into this
Item 2.03.
Item 9.01
Financial
Statements and Exhibits
(d)
Exhibits
Exhibit No.
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Exhibit
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10.1
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Credit
Agreement and Guaranty, dated October 14, 2009, between Hospira and the
Lenders and Agents named therein.
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3
SIGNATURE
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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HOSPIRA,
INC.
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Dated:
October 16, 2009
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/s/
Brian J. Smith
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By:
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Brian
J. Smith
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Its:
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Senior
Vice President, General Counsel and Secretary
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4
EXHIBIT
INDEX
Exhibit No.
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Description
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10.1
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Credit
Agreement and Guaranty, dated October 14, 2009, between Hospira and the
Lenders and Agents named therein.
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5
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