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): DECEMBER 1, 2004
VCA ANTECH, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-16783 95-4097995
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
12401 West Olympic Boulevard
Los Angeles, California 90064-1022
(Address of Principal Executive Offices)
(310) 571-6500
(Registrant's Telephone Number)
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 (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))
1
ITEM 1.01: ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On December 1, 2004, we refinanced our senior credit facility pursuant to
the Second Amended and Restated Credit and Guaranty Agreement, by and among VCA
Antech, Inc., Vicar Operating, Inc., certain subsidiaries of Vicar Operating,
Inc., as guarantors, various lenders from time to time party thereto, Goldman
Sachs Credit Partners L.P., as joint lead arranger and sole syndication agent,
and Wells Fargo Bank, N.A., as joint lead arranger and administrative agent. In
this report, we refer to the Second Amended and Restated Credit and Guaranty
Agreement as the Amended Credit Agreement.
Pursuant to the Amended Credit Agreement, the $223.9 million of total
outstanding senior term E notes were replaced with new senior term F notes in
the same amount, priced at LIBOR plus 175 basis points, resulting in a 50 basis
point reduction in the interest rate. We expect to incur debt retirement costs
in the fourth quarter of 2004 related to the write-off of certain deferred
financing costs and other related expenses, and are in the process of evaluating
these costs.
The terms and conditions of the senior term F notes otherwise are
substantially identical to the senior term E notes, except that Vicar Operating
may repurchase or redeem its $170.0 million 9.875% Senior Subordinated Notes in
accordance with the terms of the related Indenture. The Amended Credit Agreement
permits us to issue new securities and use the proceeds therefrom to effect a
repurchase or redemption of the notes.
A copy of the Second Amended and Restated Credit and Guaranty Agreement is
attached to this Form 8-K as Exhibit 10.1, and a copy of the press release
announcing the refinancing is attached to this Form 8-K as Exhibit 99.1.
ITEM 9.01: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
10.1 Second Amended and Restated Credit and Guaranty Agreement dated
December 1, 2004, by and among Vicar Operating, Inc., VCA Antech,
Inc., certain subsidiaries of Vicar Operating, Inc. as guarantors,
various lenders from time to time party thereto, Goldman Sachs Credit
Partners L.P., as joint lead arranger and sole syndication agent, and
Wells Fargo Bank, N.A., as joint lead arranger and administrative
agent.
99.1 Press release dated December 1, 2004, regarding registrant's entry
into the Second Amended and Restated Credit and Guaranty Agreement.
2
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.
December 1, 2004 VCA Antech, Inc.
/s/ Tomas W. Fuller
------------------------------
By: Tomas W. Fuller
Its: Chief Financial Officer
3
EXHIBIT INDEX
Exhibits
10.1 Second Amended and Restated Credit and Guaranty Agreement dated
December 1, 2004, by and among VCA Antech, Inc., Vicar Operating,
Inc., certain subsidiaries of Vicar Operating, Inc. as guarantors,
various lenders from time to time party thereto, Goldman Sachs Credit
Partners L.P., as joint lead arranger and sole syndication agent, and
Wells Fargo Bank, N.A., as joint lead arranger and administrative
agent.
99.1 Press release dated December 1, 2004, regarding registrant's entry
into the Second Amended and Restated Credit and Guaranty Agreement.
4