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): March 16, 2015

 

 

General Cable Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-12983   06-1398235
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification No.)

 

4 Tesseneer Drive, Highland Heights, Kentucky   41076-9753
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (859) 572-8000

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events .

On March 16, 2015, PDIC Thailand Holdings, LLC, a Delaware limited liability company (the “Additional Guarantor”), and JPMorgan Chase Bank, N.A. (“JPMorgan”) entered into a U.S. Guarantor Joinder Agreement (the “Joinder Agreement”) to the Amended and Restated Credit Agreement, dated as of September 6, 2013, as amended to the date hereof, by and among General Cable Industries, Inc., a Delaware corporation and wholly owned subsidiary of General Cable Corporation, a Delaware corporation (the “Company”), General Cable Company Ltd., a limited 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, ECN Cable Group, S.L., a limited liability company organized under the laws of Spain, the Company, and those certain other subsidiaries of the Company party thereto as “Guarantors,” the several lenders and financial institutions party thereto as the “Lenders,” JPMorgan, as “Administrative Agent,” and J.P. Morgan Europe Limited, as “European Administrative Agent” (the “Credit Agreement”). Pursuant to the Joinder Agreement, among other things, the Additional Guarantor has been added as a guarantor of all obligations incurred pursuant to the Credit Agreement and the other documents entered into in connection therewith.

On March 30, 2015, the Company, the Additional Guarantor, the other Guarantors (as defined therein) and U.S. Bank National Association, as trustee (the “Trustee”), entered into the Third Supplemental Indenture (the “Supplemental Indenture”) to the Indenture, dated as of September 25, 2012, governing the Company’s 5.750% Senior Notes due 2022, among the Company, the Guarantors referred to therein and the Trustee, supplemented by the First Supplemental Indenture, dated as of September 6, 2013, and by the Second Supplemental Indenture, dated as of November 8, 2013 (the “Indenture”). The Supplemental Indenture supplements the Indenture to add the Additional Guarantor as a guarantor of the Company’s obligations under the Indenture and the notes issued pursuant thereto.

The foregoing summary of the terms of the Supplemental Indenture is qualified in its entirety by reference to the text of the Supplemental Indenture, which is filed as Exhibit 4.1 to this report and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits .

 

  (d) Exhibits:

 

4.1 Third Supplemental Indenture, dated as of March 30, 2015, among the Company, the Additional Guarantor, the other Guarantors (as defined therein) and the Trustee governing the 5.750% Senior Notes due 2022.


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
Date: April 7, 2015 By:

/s/ Emerson C. Moser

Name: Emerson C. Moser
Title: Senior Vice President, General Counsel and Corporate Secretary


INDEX TO EXHIBITS

 

Exhibit
Number

  

Description

4.1    Third Supplemental Indenture, dated as of March 30, 2015, among the Company, the Additional Guarantor, the other Guarantors (as defined therein) and the Trustee governing the 5.750% Senior Notes due 2022.

Exhibit 4.1

THIRD SUPPLEMENTAL INDENTURE GOVERNING

5.750% SENIOR NOTES DUE 2022

OF GENERAL CABLE CORPORATION

This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 30, 2015, among PDIC Thailand Holdings, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of General Cable Corporation, a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to below) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Company and certain initial Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of September 25, 2012, providing for the issuance of 5.750% Senior Notes due 2022 (the “Notes”); and

WHEREAS, the Company and certain Guarantors have heretofore executed and delivered to the Trustee the First Supplemental Indenture, dated as of September 6, 2013, pursuant to which two additional Guarantors agreed to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth therein; and

WHEREAS, the Company and certain Guarantors have heretofore executed and delivered to the Trustee the Second Supplemental Indenture, dated as of November 8, 2013, pursuant to which certain provisions of the Indenture were amended in connection with the Company’s receipt of consents from the holders of a majority in aggregate principal amount of the outstanding Notes in respect of such amendments; and

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (a “Guarantee”); and

WHEREAS, pursuant to Section 8.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide a Guarantee on the terms and subject to the conditions set forth in the Indenture including, but not limited to, Article 10 thereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future member, manager, director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company, the Guaranteeing Subsidiary, or any other Guarantor, under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes or any Guarantee by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantee.

 

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4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

 

SIGNATURES
GENERAL CABLE CORPORATION
By:

/s/ Emerson C. Moser

Name: Emerson C. Moser
Title: Senior Vice President, General Counsel and Secretary
DIVERSIFIED CONTRACTORS, INC.
GC GLOBAL HOLDINGS, INC.
GENERAL CABLE CANADA HOLDINGS LLC
GENERAL CABLE INDUSTRIES, INC.
GENERAL CABLE INDUSTRIES LLC
GENERAL CABLE OVERSEAS HOLDINGS, LLC
GENERAL CABLE TECHNOLOGIES CORPORATION
GK TECHNOLOGIES, INCORPORATED
PD WIRE & CABLE SALES CORPORATION
PHELPS DODGE AFRICA CABLE CORPORATION
PHELPS DODGE ENFIELD CORPORATION
PHELPS DODGE INTERNATIONAL CORPORATION
PHELPS DODGE NATIONAL CABLES CORPORATION
By:

/s/ Brian J. Robinson

Name: Brian J. Robinson
Title: President or Executive Vice President, as applicable
PDIC THAILAND HOLDINGS, LLC
By:

/s/ Sean Fagin

Name: Sean Fagin
Title: President
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
By:

/s/ William E. Sicking

Name: William E. Sicking
Title: Vice President and Trust Officer

 

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