ALERIS CORPORATION (NYSE:ARS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into a Material Definitive Agreement.
On December 22, 2017, Aleris International, Inc. (“AII”), and certain of its subsidiaries entered into a third amendment (the “Third Amendment”) to that certain Credit Agreement, dated June 15, 2015, by and among AII, the other borrowers and loan parties thereto, the lenders party thereto, JP Morgan Chase Bank, N.A., as administrative agent, J.P. Morgan Europe Limited, as European Agent, Bank of America, N.A., as syndication agent, and Barclays Bank PLC and Deutsche Bank Securities Inc., as syndication agents (as renewed, extended, modified, amended, supplemented or restated from time to time, the “2015 ABL Facility”). Unless otherwise defined herein, terms used herein that are not shall have the meanings assigned to such terms in the Third Amendment.
The Third Amendment modifies certain provisions of the 2015 ABL Facility to, among other things:
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Permit Indebtedness of Foreign Subsidiaries, provided that Indebtedness incurred by Foreign Subsidiaries that are Loan Parties or that is guaranteed by a Credit Party, when aggregated with the principal amount of all other Indebtedness of Foreign Subsidiaries that are Loan Parties or which is guaranteed by a Credit Party shall not exceed the greater of $175 million and 10% of Consolidated Assets. |
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Modify the incurrence provisions for additional secured Indebtedness by providing with respect to Indebtedness incurred on or after the Third Amendment and on or prior to December 31, 2018 that such Indebtedness is permitted if, when taken together with the aggregate principal amount of all Loans and the aggregate face value of all Letters of Credit then outstanding, the amount thereof does not exceed the greatest of (a) $750 million, (b) the sum of (i) 85% of the net book value of accounts receivable of AII and its subsidiaries and (ii) 70% of the net book value of inventory of AII and its subsidiaries, and (c) the product of (i) 3.5 and (ii) Adjusted EBITDA on a consolidated basis for AII and its subsidiaries most recently ended four full quarters for which financial statements are available. |
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Permit up to $80 million of Liens encumbering any property (other than Collateral) to support liabilities or deferred revenues. |
Certain of the lenders and their affiliates perform and have performed commercial and investment banking and advisory services for the Company (defined below) and its subsidiaries from time to time for which they receive and have received customary fees and expenses. The lenders and their affiliates may, from time to time, engage in transactions with and perform services for the Company and its subsidiaries in the ordinary course of business for which they will receive customary fees and expenses.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a form of which is filed as exhibit 10.1 herewith.
Aleris Corp ExhibitEX-10.1 2 ex101-formofablamendmentno3.htm EXHIBIT 10.1 Exhibit 10.1Form AMENDMENT NO. 3 TO CREDIT AGREEMENTThis amendment NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is dated as of December ___,…To view the full exhibit click here
