8-K: Current report filing
Published on May 16, 2006
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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) May 10, 2006
NOVELIS INC.
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(Exact name of registrant as specified in its charter)
Canada 001-32312 98-0442987
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3399 Peachtree Road NE, Suite 1500, Atlanta, GA 30326
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 814-4200
Not Applicable
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(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 (17CFR 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 10, 2006, Novelis Inc. (the "Company") received a waiver from its
lenders under the Credit Agreement dated January 7, 2005 among the Company,
Novelis Corporation, Novelis Deutschland GmbH, Novelis UK Limited, Novelis AG,
Citigroup North America, Inc. and the issuers and lenders party thereto (the
"Credit Agreement"). Pursuant to the waiver, the lenders have waived our
non-compliance with, and the effects of our non-compliance under, certain of the
provisions in Section 6.1 of the Credit Agreement, which requires the Company to
timely furnish consolidated and consolidating financial statements and
Compliance Certificates related to certain financial covenants under the Credit
Agreement, which would have been due on November 14, 2005, March 31, 2006, and
May 15, 2006. The Company had previously received waivers extending the time for
filing its quarterly report on Form 10-Q for the third quarter of 2005, its
annual report on Form 10-K for the fiscal year ended December 31, 2005, and its
quarterly report on Form 10-Q for the first quarter of 2006. The new waiver
further extends the Company's time for filing its quarterly report on Form 10-Q
for the third quarter of 2005 until June 15, 2006, its annual report on Form
10-K for the fiscal year ended December 31, 2005 until September 29, 2006, and
its quarterly report on Form 10-Q for the first quarter of 2006 until October
30, 2006. Additionally, the new waiver extends the Company's time for filing its
quarterly report on Form 10-Q for the second quarter of 2006 from August 14,
2006 until November 30, 2006 and its quarterly report on Form 10-Q for the third
quarter of 2006 from November 14, 2006 until December 29, 2006.
In addition, in connection with the waiver, we agreed to pay amendment
fees equal to $1.2 million and agreed to a temporary increase in the Applicable
Margin (for term loans: from 0.75% to 1.25% for base rate loans and from 1.75%
to 2.25% for Eurocurrency rate loans; and for revolving loans: from 1.00% to
1.50% for base rate loans and from 2.00% to 2.50% for Eurocurrency or BA rate
loans) and the Applicable Unused Commitment Fee Rate (from 0.5% to 0.625%), in
each case only as long as the waivers for late filings are needed.
A copy of the waiver is filed as Exhibit 10.1 and is incorporated herein
by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Waiver and Consent to the Credit Agreement dated May 10, 2006
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.
NOVELIS INC.
Date: May 16, 2006 By: /s/ David Kennedy
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David Kennedy
Secretary
INDEX TO EXHIBITS
Exhibit
Number Description
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10.1 Waiver and Consent to the Credit Agreement dated May 10, 2006