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): November 8, 2016
 
General Cable Corporation
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
(State of incorporation)
001-12983
(Commission File Number)
06-1398235
(IRS Employer Identification No.)
 
 
 
4 Tesseneer Drive  
Highland Heights, Kentucky 41076-9753
(Address of principal executive offices, including zip code)
 
 
 
(859) 572-8000
(Registrant’s telephone number, including area code)
 
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 ( see General Instruction A.2 below):
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 November 8, 2016, General Cable Corporation (the “Company”) provided notice (the “Notice”) to JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as European Administrative Agent of its election to permanently reduce the aggregate commitments under the Amended and Restated Credit Agreement, dated as of September 6, 2013, as amended, by and among the Company’s principal U.S. operating subsidiary General Cable Industries, Inc., a Delaware corporation (“U.S. Borrower”), General Cable Company Ltd., a company organized under the laws of Nova Scotia (“Canadian Borrower”), Silec Cable SAS, a French société par actions simplifiée (“Silec”), Norddeutsche Seekabelwerke GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) existing under the laws of Germany (“Norddeutsche”), Grupo General Cable Sistemas, S.L., a public limited liability company organized under the laws of Spain (“Sistemas” and collectively with Silec and Norddeutsche, the “European Borrowers”), the Company and those certain other subsidiaries of the Company party thereto as guarantors, the several lenders and financial institutions party thereto (“Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as European Administrative Agent. The Notice is filed as Exhibit 10.1 hereto and incorporated herein by reference.
The Notice reduces, effective November 15, 2016, the aggregate commitments of the Lenders by $300 million, with the remaining maximum aggregate commitments totaling $700 million, $441 million of which may be borrowed by the U.S. Borrower, $210 million of which may be borrowed by the European Borrowers and $49 million of which may be borrowed by the Canadian Borrower. The reduction will be applied ratably among the Lenders in accordance with their respective commitments.
From time to time, in the ordinary course of their business, certain lenders or their affiliates have provided, and may in the future provide, financial advisory and investment banking services to the Company and its affiliates, for which they have received and may continue to receive customary fees and commissions.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
 
Description
10.1
 
Commitment Reduction Notice, dated November 8, 2016

2

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.
 
 
 
 
GENERAL CABLE CORPORATION
 
 
 
November 15, 2016
By:
/s/ EMERSON C. MOSER
 
 
Emerson C. Moser
 
 
Senior Vice President, General Counsel and
Corporate Secretary


3

EXHIBIT INDEX
Exhibit No.
 
Description
10.1
 
Commitment Reduction Notice, dated November 8, 2016


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Exhibit 10.1
[GENERAL CABLE LETTERHEAD]
November 8, 2016
VIA FACSIMILE
JPMorgan Chase Bank, N.A.
1300 East 9th Street, 13th Floor
Cleveland, OH 44114
Attention: Katherine Cliffel
Facsimile No: (216) 781-2071
 
J.P. Morgan Europe Limited
Loans Agency 6 th  Floor
25 Bank Street, Canary Wharf
London E145JP
United Kingdom
Attention: Loans Agency
Facsimile No: +44 20 7777 2360
Re:     Amended and Restated Credit Agreement
Dears Sirs:
Pursuant to Sections 2.09(c) and (d) of that certain Amended and Restated Credit Agreement, dated as of September 6, 2013, as amended to the date hereof (as so amended and as it may be further amended or modified from time to time, the “Credit Agreement”; capitalized terms used in this letter have the meanings assigned to such terms in the Credit Agreement), among General Cable Industries, Inc., a Delaware corporation, General Cable Company Ltd., a company organized under the laws of Nova Scotia, Silec Cable SAS, a French société par actions simplifiée, Norddeutsche Seekabelwerke GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) existing under the laws of Germany, Grupo General Cable Sistemas, S.L., a public limited liability company organized under the laws of Spain, General Cable Corporation, a Delaware corporation, the other Loan Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as European Administrative Agent, the Borrower Representative hereby notifies you that the Borrowers elect to reduce the Revolving Commitments to $700,000,000.00 effective on November 15, 1 2016. After giving effect to such reduction, the Borrowers will be in compliance with the Revolving Exposure Limitations.
                    
                        
Very truly yours,
 
 
General Cable Industries, Inc.
 
 
By:
/s/ Robert C. Kreidler
 
Robert C. Kreidler
 
Interim Chief Financial Officer

cc:
Seth E. Jacobson
 
Facsimile No.: (312) 407-8511


 
 
 
 
1
Three Business Days after the date of this letter.