ASHLAND GLOBAL HOLDINGS INC. (NYSE:ASH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
Entry into a Material Definitive Agreement
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On June 14, 2017, Ashland LLC, a Kentucky limited liability
company (the Company) and an indirect subsidiary of
Ashland Global Holdings Inc., a Delaware corporation
(Ashland), entered into Amendment No. 2 (the
Amendment) to the Credit Agreement, dated as of May 17,
2017 (the Credit Agreement), among the Company, as
Borrower, The Bank of Nova Scotia, as Administrative Agent, each
lender and letter of credit issuer party thereto and the other
agents party thereto. The Amendment provides for a new $600
million seven-year senior secured term loan B facility (the
TLB Facility) under the Credit Agreement.
company (the Company) and an indirect subsidiary of
Ashland Global Holdings Inc., a Delaware corporation
(Ashland), entered into Amendment No. 2 (the
Amendment) to the Credit Agreement, dated as of May 17,
2017 (the Credit Agreement), among the Company, as
Borrower, The Bank of Nova Scotia, as Administrative Agent, each
lender and letter of credit issuer party thereto and the other
agents party thereto. The Amendment provides for a new $600
million seven-year senior secured term loan B facility (the
TLB Facility) under the Credit Agreement.
In connection with the TLB Facility, Ashland issued a notice of
redemption in respect of all of its outstanding 3.875% Senior
Notes due 2018, of which approximately $659 million are currently
outstanding. The redemption is scheduled to occur on June 26,
2017. As set forth in the redemption notice, Ashland’s
obligation to redeem the notes is subject to the condition that
Ashland receives not less than $600 million in gross proceeds
from borrowings under the TLB Facility, which condition has now
been satisfied. Proceeds of borrowings under the TLB Facility,
together with cash on hand, will be used to pay for the
redemption.
redemption in respect of all of its outstanding 3.875% Senior
Notes due 2018, of which approximately $659 million are currently
outstanding. The redemption is scheduled to occur on June 26,
2017. As set forth in the redemption notice, Ashland’s
obligation to redeem the notes is subject to the condition that
Ashland receives not less than $600 million in gross proceeds
from borrowings under the TLB Facility, which condition has now
been satisfied. Proceeds of borrowings under the TLB Facility,
together with cash on hand, will be used to pay for the
redemption.
At the Companys option, loans issued under the TLB Facility will
bear interest at either (x) LIBOR plus 2.00% per annum or (y) an
alternate base rate plus 1.00% per annum. The TLB Facility may be
prepaid at any time, subject to a prepayment premium if the
prepayment is made on or prior to December 14, 2017 in connection
with a Repricing Transaction (as defined in the Credit
Agreement). The TLB Facility will amortize at a rate of 1.00% per
annum (payable in equal quarterly installments) with the
outstanding balance to be paid on May 17, 2024.
bear interest at either (x) LIBOR plus 2.00% per annum or (y) an
alternate base rate plus 1.00% per annum. The TLB Facility may be
prepaid at any time, subject to a prepayment premium if the
prepayment is made on or prior to December 14, 2017 in connection
with a Repricing Transaction (as defined in the Credit
Agreement). The TLB Facility will amortize at a rate of 1.00% per
annum (payable in equal quarterly installments) with the
outstanding balance to be paid on May 17, 2024.
Except as otherwise provided in the Credit Agreement and subject
to the following sentence, the guarantees, security provisions,
events of default and covenants of the TLB Facility are
substantially the same as those of the term loan A facilities and
the Revolving Credit Facility under the Credit Agreement. The TLB
Facility does not have the benefit of the financial maintenance
covenants set forth in the Credit Agreement.
to the following sentence, the guarantees, security provisions,
events of default and covenants of the TLB Facility are
substantially the same as those of the term loan A facilities and
the Revolving Credit Facility under the Credit Agreement. The TLB
Facility does not have the benefit of the financial maintenance
covenants set forth in the Credit Agreement.
The foregoing summary of the Amendment does not purport to be
complete and is subject to and qualified in its entirety by
reference to the Amendment, a copy of which is filed as Exhibit
10.1 hereto and incorporated herein by reference.
complete and is subject to and qualified in its entirety by
reference to the Amendment, a copy of which is filed as Exhibit
10.1 hereto and incorporated herein by reference.
The Credit Agreement has been previously filed with, and is
described in, Ashlands Current Report on Form 8-K dated May 18,
2017.
described in, Ashlands Current Report on Form 8-K dated May 18,
2017.
Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth under Item 1.01. Entry into a Material
Definitive Agreement is incorporated herein by reference.
Definitive Agreement is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits. The following Exhibit is filed as part of this
Report on Form 8-K.
Report on Form 8-K.
Exhibit
Number
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Description of Exhibit
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10.1
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Amendment No. 2 dated as of June 14, 2017, among Ashland
LLC, as Borrower (the Borrower), certain subsidiaries of the Borrower, The Bank of Nova Scotia, as Administrative Agent (the Administrative Agent), and Citibank, N.A., as the Term B Lender, to the Credit Agreement dated as of May 17, 2017, among the Company, the Administrative Agent, each lender and letter of credit issuer party thereto and the other agents party thereto. |
Forward-Looking Statements
This report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended
and Section 21E of the Securities Exchange Act of 1934, as
amended. Ashland has identified some of these forward-looking
statements with words such as anticipates, believes, expects,
estimates, is likely, predicts, projects, forecasts, objectives,
may, will, should, plans and intends and the negative of these
words or other comparable terminology. These forward-looking
statements include statements relating to Ashlands plan to redeem
its 3.875% Senior Notes due 2018. In addition, Ashland may from
time to time make forward-looking statements in its annual
reports, quarterly reports and other filings with the SEC, news
releases and other written and oral communications. These
forward-looking statements are based on Ashlands expectations and
assumptions, as of the date such statements are made, regarding
Ashlands future operating performance and financial condition.
Ashlands expectations and assumptions include, without
limitation, internal forecasts and analyses of current and future
market conditions and trends, management plans and strategies,
operating efficiencies and economic conditions (such as prices,
supply and demand, cost of raw materials, and the ability to
recover raw-material cost increases through price increases), and
risks and uncertainties associated with the following: Ashlands
substantial indebtedness (including the possibility that such
indebtedness and related restrictive covenants may adversely
affect Ashlands future cash flows, results of operations,
financial condition and its ability to repay debt); the impact of
acquisitions and/or divestitures Ashland has made or may make,
including the acquisition of Pharmachem Laboratories, Inc. and
its subsidiaries (Pharmachem) (including the possibility
that Ashland may not realize the anticipated benefits of such
transactions, such as the expected sales and growth
opportunities, synergies and cost savings and the ability of
Ashland to integrate the businesses of Pharmachem successfully
and efficiently with Ashlands businesses); and severe weather,
natural disasters, and legal proceedings and claims (including
environmental and asbestos matters). Various risks and
uncertainties may cause actual results to differ materially from
those stated, projected or implied by any forward-looking
statements, including, without limitation, risks and
uncertainties affecting Ashland that are described in Ashlands
most recent Form 10-K (including Item 1A Risk Factors) filed with
the SEC, which is available on Ashlands website at
http://investor.ashland.com or on the SECs website at
http://www.sec.gov. Ashland believes its expectations and
assumptions are reasonable, but there can be no assurance that
the expectations reflected herein will be achieved. Unless
legally required, Ashland undertakes no obligation to update any
forward-looking statements made in this report whether as a
result of new information, future events or otherwise.
Information on Ashlands website is not incorporated into or a
part of this report.
meaning of Section 27A of the Securities Act of 1933, as amended
and Section 21E of the Securities Exchange Act of 1934, as
amended. Ashland has identified some of these forward-looking
statements with words such as anticipates, believes, expects,
estimates, is likely, predicts, projects, forecasts, objectives,
may, will, should, plans and intends and the negative of these
words or other comparable terminology. These forward-looking
statements include statements relating to Ashlands plan to redeem
its 3.875% Senior Notes due 2018. In addition, Ashland may from
time to time make forward-looking statements in its annual
reports, quarterly reports and other filings with the SEC, news
releases and other written and oral communications. These
forward-looking statements are based on Ashlands expectations and
assumptions, as of the date such statements are made, regarding
Ashlands future operating performance and financial condition.
Ashlands expectations and assumptions include, without
limitation, internal forecasts and analyses of current and future
market conditions and trends, management plans and strategies,
operating efficiencies and economic conditions (such as prices,
supply and demand, cost of raw materials, and the ability to
recover raw-material cost increases through price increases), and
risks and uncertainties associated with the following: Ashlands
substantial indebtedness (including the possibility that such
indebtedness and related restrictive covenants may adversely
affect Ashlands future cash flows, results of operations,
financial condition and its ability to repay debt); the impact of
acquisitions and/or divestitures Ashland has made or may make,
including the acquisition of Pharmachem Laboratories, Inc. and
its subsidiaries (Pharmachem) (including the possibility
that Ashland may not realize the anticipated benefits of such
transactions, such as the expected sales and growth
opportunities, synergies and cost savings and the ability of
Ashland to integrate the businesses of Pharmachem successfully
and efficiently with Ashlands businesses); and severe weather,
natural disasters, and legal proceedings and claims (including
environmental and asbestos matters). Various risks and
uncertainties may cause actual results to differ materially from
those stated, projected or implied by any forward-looking
statements, including, without limitation, risks and
uncertainties affecting Ashland that are described in Ashlands
most recent Form 10-K (including Item 1A Risk Factors) filed with
the SEC, which is available on Ashlands website at
http://investor.ashland.com or on the SECs website at
http://www.sec.gov. Ashland believes its expectations and
assumptions are reasonable, but there can be no assurance that
the expectations reflected herein will be achieved. Unless
legally required, Ashland undertakes no obligation to update any
forward-looking statements made in this report whether as a
result of new information, future events or otherwise.
Information on Ashlands website is not incorporated into or a
part of this report.