ORION ENGINEERED CARBONS SA: Conclusion of a material definitive agreement, creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a declarant, financial statements and supporting documents (form 8-K)


Article 1.01. The conclusion of an important definitive agreement.

Amendment to the credit agreement

At September 30, 2021 (the “Closing Date”), Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany and an indirect subsidiary of Orion Engineered Carbons SA (the “Borrower’s Representative”), Goldman Sachs Bank United States, in his capacity as administrative agent (as well as his successors and assigns in this capacity, the “Administrative Agent”), Goldman Sachs Bank United States as sole bookkeeper and
Deutsche Bank Securities Inc., ING Bank, a branch of ING-DiBa SA and UniCredit Bank AG in their capacity as exclusive mandated principal arrangers (in these capacities, the “Amendment Arrangers”), the other Parties to the loan which are parties thereto and the New Term Lenders (as defined therein) have entered into this agreement. Ninth Amendment (the “Ninth Amendment”), which amends the credit agreement originally dated July 25, 2014, as amended on August 7, 2014, September 29, 2016, May 5, 2017, May 31, 2017, November 2, 2017, May 3, 2018, October 29, 2018 and April 2, 2019 (as amended, restated, supplemented or otherwise modified before the Closing Date) by and among the Borrowers (as defined therein), the Guarantors (as defined therein) from time to time therein are parties, the various banks, other financial institutions and institutional investors who are parties thereto from time to time and the Administrator (the “Existing Credit Agreement” and, as amended by the Ninth Amendment, the “Credit Agreement “).

On the Closing Date, in accordance with the Ninth Amendment, the Borrower’s Representative, among others, (i) has secured € 300,000,000 in commitments under the initial euro term loans (the “Euro Term Loans “) and $ 300,000,000 initial dollar term loan commitments (the “Dollar Term Loans”, and together with the EUR Term Loans, the “Refinancing Term Loans”), which Refinancing Term Loans have refinanced existing term loans outstanding under the existing Credit Agreement immediately prior to the closing date; (ii) extended the original maturity date so that the refinancing term loans are repayable on
September 24, 2028; (iii) increased the interest rate applicable to term loans in euros and term loans in dollars by 0.25% per annum; (iv) applied an amortization rate of 1% per annum in respect of term loans in dollars; (v) set up a margin ratchet linked to ESG criteria for refinancing term loans; (vi) included provisions for stopping the publication of USD LIBOR; (vii) reset call protection as set out in the Ninth Amendment with respect to Refinancing Term Loans for an additional period of six (6) months following the Closing Date; (viii) applied a floor interest rate of 0.50% pa on term loans in dollars; and (ix) increased the capital lease basket to the greater of (a) $ 150,000,000 and (b) 10% of the total consolidated assets of the Borrowers (as defined in the Credit Agreement).

Except as described above, loans under the credit agreement continue to have the same terms as those provided under the existing credit agreement. In addition, the parties to the credit agreement continue to have the same obligations set out in the existing credit agreement.

The foregoing description of the Ninth Amendment and the Credit Agreement is not intended to be complete and is submitted and qualified in its entirety by reference to the full text of the Ninth Amendment, a copy of which is filed as Exhibit 10.1 hereof and incorporated by reference herein.

Article 2.03. Creation of a direct financial obligation or obligation under a

            Off-Balance Sheet Arrangement of a Registrant.

The information set out in Section 1.01 of this current report on Form 8-K is incorporated in this Section 2.03 by reference.

Item 9.01 Financial statements and supporting documents

(d) Exhibits

Exhibit No.   Description
10.1            Ninth Amendment, dated as of September 30, 2021, by and among Orion
              Engineered Carbons GmbH, a limited liability company (Gesellschaft mit
              beschränkter Haftung) organized under the laws of Germany, the other
              Loan Parties party thereto, the New Term Lenders party thereto,
              Goldman Sachs Bank USA, in its capacity as administrative agent for
              the Lenders, Goldman Sachs Bank USA as sole book runner and Deutsche
              Bank Securities Inc., ING Bank, a branch of ING-DiBa AG and UniCredit
              Bank AG in their capacities as exclusive mandated lead arrangers
99.1            Press Release of Orion Engineered Carbons S.A., dated October 5,
104           Cover Page Interactive Data File (embedded within the Inline XBRL

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