CALGON CARBON CORPORATION (NYSE:CCC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
entered into a First Amendment to the First Amended and Restated
Credit Agreement (the First Amendment) by and among the Company,
the Borrowers party thereto, the Guarantors party thereto, the
Lenders party thereto, and PNC Bank, National Association, as
Administrative Agent (PNC), which amended that certain First
Amended and Restated Credit Agreement by and among the Company,
the Borrowers party thereto, the Guarantors party thereto, the
Lenders party thereto, and PNC, dated as of October 4, 2016 (as
further amended, modified, supplemented, or restated from time to
time, the Credit Agreement) to, among other things:
| (i) |
allow for the issuance of Letters of Credit denominated
in additional foreign currencies as approved by PNC and the Issuing Lender; |
| (ii) |
allow for the add-back of additional non-recurring costs
and expenses in connection with the CECA Acquisition (as defined in the Credit Agreement) in the calculation of EBITDA; |
| (iii) |
replace the quarterly leverage test for dividends with an
annual dividend basket, so long as the Company satisfies certain other conditions; and |
| (iv) |
fix pricing at projected levels from the date of delivery
of the March 31, 2017 compliance certificate through the due date for delivery of the September 30, 2017 compliance certificate. |
Amendment in this Current Report on Form 8-K is qualified in its
entirety by reference to the full text of such document, the same
being attached hereto as Exhibit 10.1 and incorporated herein by
reference.
announcing its results for the fourth fiscal quarter and fiscal
year ended December 31, 2016 and certain other information that
is furnished as Exhibit 99.1 hereto.
Obligation under an Off-Balance Sheet Arrangement of a Registrant
on Form 8-K is incorporated herein by reference.
simultaneous presentation to investors to discuss the results for
the fourth fiscal quarter and fiscal year ended December 31,
2016. A copy of the investor presentation is attached hereto as
Exhibit 99.2 and incorporated herein by reference. The
presentation slides are posted on the Companys website at
www.calgoncarbon.com in the presentations category under the
Investor tab.
shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
of Regulation S-K and General Instruction B2 to this Form 8-K:
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Exhibit No.
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Description
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10.1
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First Amendment to First Amended and Restated Credit
Agreement by and among Calgon Carbon Corporation, the other Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto, and PNC Bank, National Association as Administrative Agent, dated February 23, 2017. |
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99.1
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Press Release dated February 24, 2017.
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99.2
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Calgon Carbon Corporation Investor Presentation to be made
on February 24, 2017. |
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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CALGON CARBON CORPORATION
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(Registrant)
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Date: February 24, 2017
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/s/ Robert M. Fortwangler
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(
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About CALGON CARBON CORPORATION (NYSE:CCC)
Calgon Carbon Corporation is engaged in the manufacture, supply, reactivation and application of activated carbons and the manufacture of ballast water treatment, ultraviolet light disinfection and ion-exchange (IX) technologies. The Company’s technologies are used for the treatment of drinking water, wastewater, ballast water, air emissions, and various industrial and commercial manufacturing processes. Its segments include Activated Carbon and Service, Equipment and Consumer. The Activated Carbon and Service segment manufactures and markets granular and powdered activated carbon. It also includes carbon reactivation and the leasing, monitoring and maintenance of carbon adsorption equipment. The Equipment segment provides solutions to customers’ air, water and other liquid purification problems through the design, fabrication, installation and sale of equipment systems. The Consumer segment supplies activated carbon cloth for use in medical, military and industrial applications. CALGON CARBON CORPORATION (NYSE:CCC) Recent Trading Information
CALGON CARBON CORPORATION (NYSE:CCC) closed its last trading session down -0.35 at 15.90 with 284,342 shares trading hands.
