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
LPA HOLDING CORP.
(Exact name of registrant as specified in its charter)
See Table of Additional Registrants
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Delaware
(State or other jurisdiction of
incorporation or organization)
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333-56239-01
(Commission File Number)
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43-1144353
(I.R.S. Employer Identification Number) |
130 South Jefferson Street, Suite 300
Chicago, Illinois 60661
(312) 798-1200
(Address and Telephone Number of Registrant’s Principal Executive Office)
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))
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ITEM 1.01 |
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Entry into a Material Definitive Agreement. |
Senior Secured Credit Facilities
On
August 17, 2006, La Petite Academy, Inc. (
“La Petite”), a wholly-owned subsidiary of LPA Holding
Corp. (
“Parent” and, together with La Petite, the
“Issuers”) entered into new senior secured credit
facilities. The new senior secured credit facilities provide for a five-year $20.00 million
revolving credit facility, a six-year $110.00 million delayed draw first lien term loan facility
and a seven-year $85.00 million delayed draw second lien term loan facility. Approximately $48.25
million of the new first lien term loan facility was used on
August 17, 2006 to repay the Issuers’
existing senior secured credit facilities. The remaining $61.75 million of the new first lien term
loan facility, plus the entire $85.00 million second lien term loan facility, are expected to be
used to finance the Redemption (as defined below) of the Notes (as defined below) on the Redemption
Date (as defined below).
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ITEM 2.04 |
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Triggering Events that Accelerate or Increase a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement. |
Redemption of Existing Notes
Also on
August 17, 2006, the Issuers issued a voluntary Notice of Redemption pursuant to Paragraph
5 of the 10% Senior Notes due 2008 (the
“Notes”) and Section 3.03 of the
Indenture dated as of
May
11, 1998, as amended, supplemented or otherwise modified from time to time, among the Issuers, LPA
Services, Inc. and Bright Start, Inc. (the
“Guarantors”) and Deutsche Bank National Trust Company
(successor to PNC Bank, National Association, a national banking association), as Trustee (the
“Indenture”), to redeem (the
“Redemption”) all of their outstanding Notes on
September 18, 2006
(the
“Redemption Date”) at a redemption price of 100% of the outstanding principal amount thereof,
plus accrued but unpaid interest up to the Redemption Date. As of the date of this report (and
prior to giving effect to the Redemption), $145.00 million in aggregate principal amount of the
Notes were outstanding.
* * * * *
This Current Report on Form 8-K contains or may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, without
limitation, statements regarding our future growth and profitability, growth strategy and trends in
the industry in which we operate. These forward-looking statements are based on our current
expectations and are subject to a number of risks, uncertainties and assumptions. We can give no
assurance that such forward-looking statements will prove to be correct. Among the important
factors that could cause actual results to differ significantly from those expressed or implied by
such forward-looking statements are changes in economic, operational, demand or competitive
factors, governmental actions and the additional factors and risks contained in
the Company’s
Annual Report on Form 10-K for the year ended
July 2, 2005 filed with the SEC on
September 30,
2005.