SENSIENT TECHNOLOGIES CORPORATION (NYSE:SXT) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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8-K is hereby incorporated by reference into this Item 1.01.
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CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
the Company) entered into a Second Amended and Restated Credit
Agreement dated as of May 3, 2017 (the Credit Agreement) by and
among the Company, as Borrower, and a group of nine banks led by
Wells Fargo Bank, National Association, as Administrative Agent,
and KeyBank National Association, as Syndication Agent. The
Credit Agreement provides for a $350 million revolving credit
facility and a $145 million term loan facility (together, the
Facility), each with a term of five years. Funds are available in
U.S. dollars, Canadian dollars, English pounds, Euros, Swiss
Francs, and other major currencies. Proceeds were used to
refinance existing indebtedness.
Credit Agreement, as amended by a First Amendment dated as of
November 6, 2015, to, among other things, (a) increase Sensients
term loan facility by $30 million (from $115 million to $145
million), (b) extend the maturity of Sensients revolving credit
facility from November 2020 to May 2022, and (c) modify certain
other provisions of the Credit Agreement as set forth therein.
and matures as of May 3, 2022. Interest is payable at floating
rates based on a base rate derived from LIBOR plus a margin
(initially 137.5 basis points but subject to increase or decrease
as Sensients leverage ratio weakens or improves).
Sensient to maintain (1) a ratio of consolidated total funded
debt to consolidated EBITDA (Leverage Ratio) of not more than
3.50 to 1.00, and (2) a fixed charge coverage ratio of not less
than 2.00 to 1.00. The Facility also includes other financial
covenants that are customary in transactions of this type and
similar to those in Sensients existing debt agreements.
Credit Agreement but does not constitute a full description of
it. Reference is made to the Credit Agreement, which is attached
as Exhibit 10.1.
rate, senior note purchase agreement with a group of financial
institutions including New York Life Insurance Company,
Metropolitan Life Insurance Company and The Prudential Insurance
Company of America. The notes include $27,000,000 of U.S. dollar
denominated seven-year 3.65% senior notes, 50,000,000.01 of Euro
denominated seven-year 1.27% senior notes, and 39,999,999.99 of
Euro denominated ten-year 1.71% senior notes. The new seven-year
notes will mature in May 2024, and the new ten-year note will
mature in May 2027. Funds were received on May 3, 2017, and the
proceeds were used to refinance existing indebtedness.
agreement requires Sensient to maintain (1) a ratio of
consolidated total funded debt to consolidated EBITDA (Leverage
Ratio) of not more than 3.50 to 1.00, and (2) a fixed charge
coverage ratio of not less than 2.00 to 1.00. The note purchase
agreement also includes other financial covenants that are
customary in transactions of this type and similar to those in
Sensient’s existing debt agreements.
purchase agreement but does not constitute a full description of
it. Reference is made to the note purchase agreement, which is
attached as Exhibit 10.2.
Amendment dated as of May 3, 2017 to Note Purchase Agreement
dated as of November 6, 2015, a Second Amendment dated as of
May 3, 2017 to Note Purchase Agreement dated as of April 5,
2013, and a Second Amendment dated as of May 3, 2017 to Note
Purchase Agreement dated as of March 22, 2011 (together, the
Note Purchase Agreement Amendments) by and among the Company
and the Noteholders (as defined in the Note Purchase Agreement
Amendments). The Note Purchase Agreement Amendment amends each
note purchase agreement to modify certain provisions of the
underlying note purchase agreements as set forth in the Note
Purchase Agreement Amendments.
Note Purchase Agreement Amendments but does not constitute a
full description of them. Reference is made to the Note
Purchase Agreement Amendments, which are attached as Exhibits
10.3, 10.4 and 10.5.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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Form 8-K:
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Exhibit 10.1:
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Second Amended and Restated Credit Agreement dated as of
May 3, 2017. |
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Exhibit 10.2:
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Note Purchase Agreement dated as of May 3, 2017.
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Exhibit 10.3:
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First Amendment dated as of May 3, 2017 to Note Purchase
Agreement dated as of November 6, 2015. |
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Exhibit 10.4:
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Second Amendment dated as of May 3, 2017 to Note Purchase
Agreement dated as of April 5, 2013. |
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Exhibit 10.5:
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Second Amendment dated as of May 3, 2017 to Note Purchase
Agreement dated as of March 22, 2011. |
About SENSIENT TECHNOLOGIES CORPORATION (NYSE:SXT)
Sensient Technologies Corporation is a manufacturer and marketer of colors, flavors and fragrances. The Company uses technologies at facilities around the world to develop specialty food and beverage systems, cosmetic and pharmaceutical systems, specialty inks and colors, and other specialty and fine chemicals. The Company’s segments are the Flavors & Fragrances Group and the Color Group, which are managed on a product-and-services basis, and the Asia Pacific Group, which is managed on a geographic basis. The Company’s customers include international manufacturers. The Company’s products include flavors, flavor enhancers and bionutrients; fragrances, aroma chemicals and essential oils; natural ingredients, including dehydrated vegetables and other food ingredients; natural and synthetic food and beverage colors; cosmetic colors and ingredients and pharmaceutical excipients and ingredients, and technical colors, specialty inks and colors, and specialty dyes and pigments. SENSIENT TECHNOLOGIES CORPORATION (NYSE:SXT) Recent Trading Information
SENSIENT TECHNOLOGIES CORPORATION (NYSE:SXT) closed its last trading session up +0.36 at 81.31 with 122,489 shares trading hands.
