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):
September 22, 2008
LENNOX INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-15149
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42-0991521 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
2140 Lake Park Blvd.
Richardson, Texas 75080
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code:
(972) 497-5000
(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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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 September 22, 2008, Lennox International Inc. (the Company), Lennox Procurement Company
Inc. (Procurement), Lennox Industries Inc. (Industries), Allied Air Enterprises Inc.
(Allied), Service Experts LLC (Service Experts), Lennox Global Ltd. (Global), BTMU Capital
Corporation (BTMU) and Compass Bank (Compass) entered into a First Omnibus Amendment to
Operative Documents (the Omnibus Amendment), pursuant to which certain agreements entered into in
connection with the lease of the Companys corporate headquarters (the Lease) have been amended.
On the same day, MHCB (USA) Leasing and Finance Corporation assigned all of its rights and
obligations under a Participation Agreement related to the acquisition, financing and lease of the
Companys corporate headquarters and certain related documents to Compass, and Compass assumed all
of those rights and obligations.
The Omnibus Amendment, among other things, (i) amends the Lease and the Participation
Agreement to make certain terms contained therein consistent with terms contained in the Companys
revolving credit agreement and (ii) provides for certain increases in the amount of rent required
to be paid under the Lease. In connection with the Omnibus Amendment, Industries, Allied, Service
Experts and Global (each a wholly-owned subsidiary of the Company and collectively, the Subsidiary
Guarantors), entered into a Subsidiary Guaranty dated as of September 22, 2008 (the Subsidiary
Guaranty), in favor of BTMU and certain other parties, pursuant to which the Subsidiary Guarantors
agreed to guarantee, jointly and severally, the obligations under the Lease and certain related
documents.
Copies of the Omnibus Amendment and the Subsidiary Guaranty are filed herewith as Exhibits
10.1 and 10.2, respectively. The foregoing descriptions of the Omnibus Amendment and the
Subsidiary Guaranty do not purport to be complete, and are qualified in their entirety by reference
to the full text of such documents, as applicable, which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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EXHIBIT |
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NUMBER |
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DESCRIPTION |
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10.1
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First Omnibus Amendment to Operative Documents,
dated as of September 22, 2008, among Lennox
International Inc., Lennox Procurement Company
Inc., Lennox Industries Inc., Allied Air
Enterprises Inc., Service Experts LLC, Lennox
Global Ltd., BTMU Capital Corporation and Compass
Bank. |
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10.2
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Subsidiary Guaranty, dated as of September 22,
2008, made by Lennox Industries Inc., Allied Air
Enterprises Inc., Service Experts LLC and Lennox
Global Ltd., as guarantors, in favor of BTMU
Capital Corporation and the other parties
specified therein. |
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