Edgar Filing: SIRVA INC

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): September 30, 2005

SIRVA, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-31902		52-2070058
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

700 Oakmont Lane
Westmont, Illinois 60559
(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code): (630) 570-3000

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:

¨ 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.

Fourth Amendment to Credit Agreement

Effective September 30, 2005, SIRVA, Inc. (“SIRVA”), through its subsidiary SIRVA Worldwide, Inc. (“SIRVA Worldwide”), entered into a fourth amendment, dated September 29, 2005 (the “Fourth Amendment to Credit Agreement”), to the credit agreement, dated as of December 1, 2003 (as amended, the “Credit Agreement”), among SIRVA Worldwide, the foreign subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto. The lenders include affiliates of LaSalle (as defined below) and GECC (as defined below), which are “purchasers” under SIRVA’s receivables securitization facility.

Among other matters, the Fourth Amendment to Credit Agreement amended the definition of “Applicable Margin” as it applies to ABR Loans and Eurocurrency Loans for both the Revolving Credit Loans and the Term Loans (in each case, as defined in the Credit Agreement). Furthermore, the Fourth Amendment to Credit Agreement also amended and restated certain financial covenants relating to SIRVA’s maintenance of a specified Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) and a specified Consolidated Leverage Ratio (as defined in the Credit Agreement).

The Fourth Amendment to Credit Agreement also extended (i) until November 15, 2005, the deadline for SIRVA to deliver its audited financial statements for the year ended December 31, 2004 (the “Annual Financial Statements”) and (ii) until December 31, 2005, the deadline for SIRVA to deliver its unaudited financial statements for each of the quarterly periods ended March 31, 2005, June 30, 2005 and September 30, 2005 (the “Quarterly Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). In connection with the Fourth Amendment to Credit Agreement, the lenders also consented to SIRVA’s disposition of its U.S. insurance business and certain ancillary businesses pursuant to a purchase agreement, dated September 21, 2005, among SIRVA, SIRVA Worldwide, North American Van Lines, Inc. and Allied Van Lines, Inc., as sellers, and IAT Reinsurance Company Ltd., as purchaser.

In connection with the execution and delivery of the Fourth Amendment to Credit Agreement, SIRVA Worldwide paid the consenting lenders an amendment fee in an amount equal to 0.25% of the sum of each such lender’s Revolving Credit Commitment (as defined in the Credit Agreement) and Term Loans outstanding as of September 29, 2005.

The description of the Fourth Amendment to Credit Agreement set forth above is qualified in its entirety by reference to the actual terms of the Fourth Amendment to Credit Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Waiver and Fourth Amendment to Amended and Restated Receivables Sale Agreement

Effective September 30, 2005, SIRVA, through SIRVA Relocation Credit, LLC, its wholly-owned, special purpose subsidiary (“SRC”), and its subsidiaries SIRVA Relocation LLC (“SIRVA Relocation”) and Executive Relocation Corporation (“Executive Relocation”), entered into a waiver and fourth amendment, dated as of September 30, 2005 (the “Fourth Amendment”), to the Amended and Restated Receivables Sale Agreement dated as of December 23, 2004 (as amended, the “Sale Agreement”), with General Electric Capital Corporation (“GECC”), The CIT Group/Business Credit, Inc. (“CIT”) and LaSalle Bank National Association (“LaSalle”), as Purchasers, and LaSalle as Agent. The receivables are comprised of relocating employee receivables and

employer receivables arising under certain relocation services agreements, including all related assets with respect thereto. As previously disclosed, an affiliate of LaSalle sold all of the issued and outstanding stock of Executive Relocation to a subsidiary of SIRVA in December 2004. Affiliates of LaSalle and GECC are lenders under the Credit Agreement, and may continue in the future to provide funding to SIRVA and its affiliates.

Under the Sale Agreement, SRC sells undivided percentage interests in a receivables portfolio on a non-recourse basis to LaSalle, CIT and GECC, which are unaffiliated third parties. The initial payment for the interests in the receivables pool is discounted and the balance only paid if and when the receivables are collected. Because SRC is entitled to payment from the collected balances, it retains an interest in the unfunded portion of the sold receivables, and it also retains an interest in the amount of any receivables that are not eligible under the terms of the Sale Agreement. SIRVA Relocation and Executive Relocation are involved in the receivables collection process.

Among other matters, the Fourth Amendment changed the definition of “Applicable Base Margin” as it applies to the Prime Rate and the Eurodollar Rate (in each case, as defined in the Sale Agreement). The Fourth Amendment also revised the definition of “Specified Adjustments” and extended (i) until November 15, 2005, the deadline for SIRVA to deliver the Annual Financial Statements, and (ii) until December 31, 2005, the deadline for SIRVA to deliver the Quarterly Financial Statements. Under the Fourth Amendment, the Agent and the Purchasers consented to the Fourth Amendment to Credit Agreement, as described above, but have not waived any rights or remedies they may have with respect to the matters, except as set forth in Section 3(a)(iii) of the Fourth Amendment, that are the subject of SIRVA’s previously disclosed audit committee review or the formal investigation by the Securities and Exchange Commission, or any related matters.

In connection with the execution and delivery of the Fourth Amendment, SRC paid an amendment fee to the Agent (for the account of the Purchasers, proportionately according to their Commitment Percentages) of 0.12% of the Aggregate Commitment (as defined in the Sale Agreement).

The description of the Fourth Amendment set forth above is qualified in its entirety by reference to the actual terms of the Fourth Amendment, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Exhibits

99.1

Fourth Amendment, dated as of September 29, 2005, to the Credit Agreement, dated as of December 1, 2003, as amended, among SIRVA Worldwide, Inc., the foreign subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and the other agents parties thereto.

99.2

Waiver and Fourth Amendment to Amended and Restated Receivables Sale Agreement, dated as of September 30, 2005, among SIRVA Relocation Credit, LLC, as seller, SIRVA Relocation LLC and Executive Relocation Corporation, as servicers and originators, General Electric Capital Corporation, The CIT Group/Business Credit, Inc. and LaSalle Bank National Association (“LaSalle”), as purchasers, and LaSalle as agent.

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.

	SIRVA, INC.

Date: October 4, 2005


	By:	/s/ RALPH A. FORD
	Name:	Ralph A. Ford
	Title:	Senior Vice President, General Counsel &
		Secretary

Exhibit Index

Exhibit		Description

99.1		Fourth Amendment, dated as of September 29, 2005, to the Credit Agreement, dated as of December 1, 2003, as amended, among SIRVA Worldwide, Inc., the foreign subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and the other agents parties thereto.
99.2		Waiver and Fourth Amendment to Amended and Restated Receivables Sale Agreement, dated as of September 30, 2005, among SIRVA Relocation Credit, LLC, as seller, SIRVA Relocation LLC and Executive Relocation Corporation, as servicers and originators, General Electric Capital Corporation, The CIT Group/Business Credit, Inc. and LaSalle Bank National Association (*“LaSalle”*), as purchasers, and LaSalle as agent.