Element Solutions Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$ESI
Major Chemicals
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 15, 2024
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Item 1.01. Entry into a Material Definitive Agreement.
Term Loans Paydown and Refinancing
On October 15, 2024, Element Solutions Inc (the "Company"), MacDermid, Incorporated ("MacDermid," and together with the Company, the "Borrowers"), certain subsidiaries of the Company party thereto, Citibank, N.A., as collateral agent and administrative agent (the "Agent"), and the lenders party thereto, entered into an Amendment No. 9 and Joinder to Credit Agreement ("Amendment No. 9"), which amended that certain credit agreement, dated as of January 31, 2019 (as amended and/or supplemented from time to time, the “Credit Agreement”), among the Borrowers, certain subsidiaries of the Company from time to time parties thereto, the Agent and the lending institutions from time to time parties thereto.
Amendment No. 9 provided for the refinancing in part of its existing $1,141,375,000 tranche B-2 term loans (the "Existing TLBs") by creating a new tranche B-3 of term loans denominated in U.S. dollars in an aggregate principal amount of $1,041,375,000 (the "Refinanced TLBs") and reducing the interest rate applicable to the Refinanced TLBs by 25 basis points. In connection with the refinancing, the Company also paid down $100 million of Existing TLBs, reducing the Company's borrowings under the Credit Agreement to $1,041,375,000. Concurrently with the creation of the Refinanced TLBs, the proceeds of the Refinanced TLBs of $1,041,375,000 (less an original issue discount of 12.5bps) were used to prepay in full the remaining balance of the Existing TLBs.
Borrowings under the Refinanced TLBs bear interest at a rate per annum based on the type of loan selected by the Company: (a) for Term SOFR (as defined in the Credit Agreement) loans, a Term SOFR rate, subject to a rate floor of 0, plus a spread of 1.75%, and (b) for base rate loans, a rate equal to the highest of the applicable (i) Federal Funds rate plus 0.50%, (ii) prime rate as quoted by The Wall Street Journal, and (iii) Term SOFR rate for a one-month interest period, plus a spread of 1.00%.
For the initial borrowing period, the interest rate applicable to the Refinanced TLBs is Term SOFR, plus a spread of 1.75% per annum. The maturity date of the Refinanced TLBs is the same as the Existing TLBs' maturity date, December 18, 2030. The Company's previously-announced cross-currency swap and interest rate swap agreements will continue to apply to the Refinanced TLBs upon the same terms and conditions, effectively fixing the interest rate of the Refinanced TLBs through January 2025. The net results of these hedges was a fixed interest rate of approximately 3.2% at June 30, 2024.
Except as set forth in Amendment No. 9 and above, the Refinanced TLBs have substantially the same terms as the Existing TLBs and are otherwise subject to the provisions of the Credit Agreement. Certain restricted subsidiaries of the Borrowers acting as guarantors under the Credit Agreement (the "Guarantors") guarantee the Borrowers’ obligations under the Refinanced TLBs. The Refinanced TLBs are also secured by the collateral pledged by the Borrowers and the Guarantors under that certain Pledge and Security Agreement, dated as of January 31, 2019, among the Borrowers, the Guarantors and the predecessor agent, which is attached hereto as Exhibit 10.9 and incorporated herein by reference.
The foregoing descriptions of Amendment No. 9 and the Credit Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of Amendment No. 9, which is attached hereto as Exhibit 10.1, and the Credit Agreement, dated as of January 31, 2019, which is attached hereto as Exhibit 10.2, as amended by Amendments No. 8, 7, 6, 4, 3 and 1, which are included herewith as Exhibits 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8, respectively, and which are all incorporated herein by reference. Neither Amendment No. 2 nor Amendment No. 5 to the Credit Agreement was a material amendment.
Item 2.03. Creation of a Direct Financial Obligation.
The information set forth under Item 1.01 regarding Amendment No. 9 and the swaps is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed or furnished herewith:
* Filed herewith
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.
| ELEMENT SOLUTIONS INC | ||||||||
| (Registrant) | ||||||||
October 18, 2024 | /s/ John E. Capps | |||||||
| (Date) | John E. Capps | |||||||
| Executive Vice President, General Counsel and Secretary | ||||||||