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):
June 1, 2006 (May 25, 2006)
Centex Corporation
(Exact name of registrant as specified in its charter)
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| Nevada
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1-6776
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75-0778259 |
| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
| of incorporation)
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Identification No.) |
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| 2728 N. Harwood Street, Dallas, Texas
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75201 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number including area code: 214-981-5000
Not applicable
(Former name or former address if changed from 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:
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))
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth under Item 2.03 of this report on Form 8-K is hereby incorporated in
this Item 1.01 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 set forth under this Item 2.03 relates to a credit facility that may give rise
to direct financial obligations of Centex Corporation (the “Company”).
On July 1, 2005, the Company, as borrower, entered into a $1,500,000,000 unsecured, committed
revolving credit facility (the “Credit Facility”) with Bank of America, N.A., as administrative
agent, and certain financial institutions, as lenders. The Credit Facility provided for borrowings
by the Company, and the issuance of letters of credit for the account of the Company and its
subsidiaries, on a revolving basis up to an aggregate of $1,500,000,000 at any one time
outstanding. This maximum facility amount could, at the Company’s request and subject to the terms
and conditions of the facility, be increased up to $2,250,000,000. The stated amount of
outstanding letters of credit under the Credit Facility could not exceed a total of $500,000,000,
or such greater amount requested by the Company, not to exceed 50% of the maximum facility amount.
On May 25, 2006, the Credit Facility was amended to, among other things, increase both the
maximum facility amount and the letter of credit subfacility limit. The Credit Facility, as
amended (the “Amended Credit Facility”), now provides for borrowings by the Company, and the
issuance of letters of credit for the account of the Company and its subsidiaries, on a revolving
basis up to an aggregate of $2,025,000,000 at any one time outstanding, which maximum facility
amount may, at the Company’s request and subject to the terms and conditions of the facility, be
increased up to $2,750,000,000. The stated amount of outstanding letters of credit under the
Amended Credit Facility now may not exceed a total of $775,000,000, or such greater amount, not to
exceed 50% of the maximum facility amount, as the Company may request.
The Company may borrow or obtain letters of credit under the Amended Credit Facility for
general corporate purposes or needs. Subject to the terms and conditions thereof, the Company may
borrow or obtain letters of credit under the Amended Credit Facility until the final maturity date,
which will occur on July 1, 2010. The Amended Credit Facility provides liquidity support for the
Company’s commercial paper program, the program size of which
was increased from $900,000,000 to $1,250,000,000 effective as of
May 25, 2006. No borrowings have been made under the Amended Credit
Facility. The Company utilizes the Amended Credit Facility to obtain letters of credit for it and
its subsidiaries.
Any borrowings under the Amended Credit Facility will bear interest at a fluctuating rate
equal to, at the Company’s option, either (a) an adjusted eurodollar rate (based on the British
Bankers Association LIBOR rate for a term equivalent to the interest period for such borrowing)
plus a margin (a “eurodollar borrowing”) or (b) a prime rate (defined as the higher of (i) the
federal funds rate plus a margin or (ii) Bank of America, N.A.’s prime rate) plus a margin (a
“prime rate borrowing”). Accrued interest on eurodollar borrowings will be payable at the end of
the interest period selected by the Company for the borrowing, which interest period may be one,
two, three or six months, provided that, for eurodollar borrowings having an interest period of six
months, accrued interest will be payable three months after the beginning of the interest period
and at the expiration of the interest period. Accrued interest on prime rate borrowings will be
payable at the end of each calendar quarter. The principal amount of any borrowings is due and
payable on the Amended Credit Facility’s final maturity date, unless payment of such amount is
accelerated as described below.
The Amended Credit Facility contains various affirmative, negative and financial covenants
customary for financings of this type. The negative covenants include certain limitations on
transactions with affiliates, the creation of liens, sales of assets, changes in business and
mergers applicable to the Company and certain of its subsidiaries. The financial covenants include
(i) a leverage ratio requirement, (ii) an interest coverage ratio requirement and (iii) a minimum
tangible net worth requirement.
In addition, the Amended Credit Facility contains events of default customary for financings
of this type. These events of default include (i) the failure to pay any principal or interest
when due, (ii) a default in the observation or performance of certain obligations under the Amended
Credit Facility, (iii) a representation or warranty made in the Amended Credit Facility proving to
be inaccurate in any material respect when made, (iv) cross defaults to certain obligations of the
Company and certain of its subsidiaries, (v) the occurrence of insolvency or receivership events,
(vi) the seeking of debtor relief, (vii) a change in control of the Company and (viii) certain
failures to comply with ERISA. A change in control of the Company means (i) any person becoming
the beneficial owner, directly or indirectly, of 50% or more of the voting securities of the
Company (on a fully diluted basis) or (ii) during any twelve-month period, a majority of the
members of the board of directors of the Company ceases to be composed of continuing directors (as
specified in the Amended Credit Facility).
Upon the occurrence of specified events of default, the commitments of the lenders under the
Amended Credit Facility will automatically terminate, and the borrowings and all other amounts
owing under the Amended Credit Facility will automatically become due and payable. In all other
events of default, the administrative agent may, and must if so instructed by lenders collectively
holding more than 50% of the total commitments of all lenders, (i) cancel all of the commitments
and/or (ii) declare that all borrowings and other amounts owing under the Amended Credit Facility
are immediately due and payable.
The foregoing summary is qualified in its entirety by reference to the Credit Agreement dated
July 1, 2005 and the First Amendment to Credit Agreement dated
May 25, 2006, which govern the Amended
Credit Facility. Copies of the Credit Agreement and the First
Amendment to Credit Agreement are filed as exhibits to this report on
Form 8-K and incorporated in this Item 2.03 by reference.