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): November 26, 2012
INGRAM MICRO INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1-12203 | 62-1644402 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1600 E. St. Andrew Place
Santa Ana, CA 92705
(Address, including zip code of Registrant’s principal executive offices)
Registrant’s telephone number, including area code: (714) 566-1000
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):
| ¨ | 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 1.01 Entry into a Material Definitive Agreement.
On November 26, 2012, Ingram Micro Inc. (“Ingram Micro”) and certain of its subsidiaries entered into a lender joinder agreement with certain additional commitment lenders (the “Joinder Agreement”) pursuant to Section 2.4 of the Credit Agreement dated as of September 28, 2011 among Ingram Micro, Ingram Micro Coordination Center BVBA, the Lenders from time to time party thereto and The Bank of Nova Scotia, as administrative agent (the “Credit Agreement”).
The Joinder Agreement provides designated additional commitments in an aggregate principal amount of $190 million, increasing total commitments under Ingram Micro’s $750 million senior unsecured revolving credit facility to an aggregate principal amount of $940 million. U.S. Bank National Association, PNC Bank National Association, Sumitomo Mitsui Banking Corporation and Morgan Stanley Bank are providing the additional commitments.
The description of the Joinder Agreement set forth above is qualified in its entirety by reference to the full and complete terms contained in the Joinder Agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this report is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
d. Exhibits
| Exhibit No. |
Description | |
| 10.1 | Lender Joinder Agreement dated as of November 26, 2012 | |
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.
| INGRAM MICRO INC. | ||
| By: | /s/ Larry C. Boyd | |
| Name: | Larry C. Boyd | |
| Title: | Executive Vice President, Secretary and General Counsel | |
Date: November 26, 2012
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1 | Lender Joinder Agreement dated as of November 26, 2012 | |