Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Current
Report Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 19, 2010
WABASH
NATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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1-10883
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52-1375208
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1000
Sagamore Parkway South
Lafayette,
Indiana
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47905
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (765) 771-5310
(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:
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oWritten
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Section
7 – Regulation FD
Item
7.01 Regulation FD Disclosure.
On May
19, 2010 the Company announced that it intends to offer 11,000,000 shares of its
common stock, par value $0.01 per share (the “Common Stock”), and a selling stockholder,
Trailer Investments, LLC (a wholly-owned entity of Lincolnshire Equity Fund III,
L.P., a private equity investment fund managed by Lincolnshire Management,
Inc.), intends to offer 12,500,000 shares of Common Stock in an underwritten
public offering. The shares intended to be offered by Trailer
Investments, LLC are issuable upon partial exercise of the warrant to
purchase shares of Common Stock it acquired from the Company in August 2009 (the
“Warrant”). A
press release regarding the offering is attached hereto as Exhibit
99.1 and is incorporated by reference herein.
Prior to
the consummation of this offering, the Company intends to enter into Amendment
No. 1 to the Third Amended and Restated Loan and Security Agreement by and among
the Company and certain of its subsidiaries identified on the signature page
thereto, Bank of America, N.A., as a lender and as agent, and the other lender
parties thereto (the “Amendment”). The Amendment
will be entered into to permit the early redemption of the Company’s Series E-G
Preferred Stock and is contingent on the Company’s ability to raise gross
proceeds of $75,000,000 in the offering. In connection with the
Amendment, the Company will be required to pay down its revolving
credit facility with no less than $23,000,000 of the proceeds of the offering
(plus an amount equal to the net cash proceeds in excess of
$75,000,000). The repayment will not permanently reduce the Company’s
revolving loan commitments. Pursuant to the Amendment, if the
availability under the Company’s revolving credit facility is less than
$15,000,000 at any time before the earlier of (i) August 14, 2011 and (ii) the
date that monthly financial statements are delivered for the month ending June
30, 2011, the Company will be required to maintain a varying minimum EBITDA and
is restricted in the amount of capital expenditures it can make during such
period. If the Company’s availability is less than $20,000,000
thereafter, the Company will be required to maintain a fixed charge coverage
ratio for the 12 month period ending on the calendar month that ended most
recently prior to such time of not less than 1.10 to 1.0. In
addition, the Amendment will modify the Company’s borrowing base by eliminating
a $12,500,000 facility reserve while reducing the fixed assets sub-limit from
$30,300,000 to $17,800,000. However, there can be no assurance that
the Company will be successful in entering into the Amendment.
In
connection with the offering, the Company expects that Trailer Investments,
LLC will agree, contingent upon the closing of the offering, to modify the
Warrant so that (i) the Warrant will not adjust in connection with the offering
or thereafter based upon any limitation on the Company’s ability to fully
utilize its net operating loss carryforwards (the “NOL Adjustment”) and (ii) the
Warrant will be increased by a fixed number of 750,000 warrant shares in lieu of
the market price anti-dilution adjustment that would otherwise apply
as a result of the planned offering (which adjustment would have otherwise
resulted in an increase that is greater or less than 750,000 warrant shares
based on the pricing of the offering). The market price anti-dilution
adjustment and other warrant adjustment provisions, other than the NOL
Adjustment, will continue to apply to the Warrant following the offering. As a
result of the increase in the warrant shares underlying the Warrant in
connection with the planned offering, the Company will incur a non-cash charge
at the time of the increase. The warrant liability and charge is
based on the fair value of the additional warrant shares estimated
using a binomial valuation model. Using the last reported sale price of
the Company’s
Common Stock on The New York Stock Exchange on May 18, 2010 of $9.31, the
non-cash charge to the Company would be $6,975,000 with subsequent changes in
fair value reflected through earnings. Effective
as of the consummation of this offering, the Company will no longer incur
non-cash charges with respect to the 12,500,000 shares that are expected to be
exercised and sold as part of this offering.
Further,
the Company anticipates that, based on the probable offering size and current
market value of the Common Stock, it may be deemed to undergo an
ownership change for federal income tax purposes as a result of the offering
that may limit the ability of the Company to utilize its U.S. federal income tax
net operating loss carryforwards (“NOLs”) in the
future. However, the Company does not expect the limitations that
will result from the ownership change to be material to the Company’s ability to
fully utilize the NOLs, but there is no assurance that this will be the
case.
Safe
Harbor Statement
This
Current Report contains certain forward-looking statements, as defined by the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
convey the Company’s current expectations or forecasts of future events. All
statements contained in this Current Report other than statements of historical
fact are forward-looking statements. These forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those implied by the forward-looking statements. Readers should
review and consider the various disclosures made by the Company in its filings
with the Securities and Exchange Commission, including the risks and
uncertainties described therein.
Section
9 – Financial Statements and Exhibits
Item 9.01. Financial
Statements and Exhibits.
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99.1
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Press
Release dated May 19, 2010
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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.
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Wabash
National Corporation
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By:
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/s/ Mark
J. Weber |
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Mark
J. Weber
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Senior
Vice President and
Chief
Financial Officer
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Exhibit
Index
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Exhibit |
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99.1
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Press
Release dated May 19, 2010
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