CHASE CORPORATION (NASDAQ:CCF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On December 15, 2016, Chase Corporation (Chase or the Company)
entered into an Amended and Restated Credit Agreement (the Credit
Agreement) by and among the Company (the Chase Borrower), NEPTCO
Incorporated (the NEPTCO Borrower and together with the Chase
Borrower, collectively, the Borrowers), certain Subsidiaries of
the Borrowers party thereto as Guarantors, and the financial
institutions party thereto as Lenders, Bank of America, N.A. as
administrative agent, with participation from Citizens Bank, N.A.
and JPMorgan Chase Bank, N.A, as further described in Item 2.03,
which is incorporated herein by reference.
The Credit Agreement was entered into to refinance the Companys
preexisting credit agreement (the Existing Credit Agreement) and
provide for additional liquidity to finance acquisitions, working
capital, capital expenditures, and for other general corporate
purposes.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant
On December 15, 2016, the Company entered into the Credit
Agreement (the Credit Agreement) by and among the Company, NEPTCO
Incorporated (NEPTCO), certain Subsidiaries of the Company and
NEPTCO party thereto as Guarantors, and the financial
institutions party thereto as Lenders, Bank of America, N.A., as
administrative agent,with participation from Citizens Bank, N.A.
and JPMorgan Chase Bank, N.A. Under the Credit Agreement, Chase
obtained a revolving credit loan (the Revolving Facility), with
borrowing capabilities not to exceed at any time $150.0 million,
with the ability to request an increase in this amount by an
additional $50.0 million at the individual or collective option
of any of the Lenders. The applicable interest rate for the
Revolving Facility and Term Loan (defined below) is based on the
effective London Interbank Offered Rate (LIBOR) plus a range of
1.00% to 1.75%, depending on the consolidated net leverage ratio
of Chase and its subsidiaries. The Credit Agreement has a
five-year term with interest payments due at the end of the
applicable LIBOR period (but in no event less frequently than the
three-month anniversary of the commencement of such LIBOR period)
and principal payment due at the expirations of the agreement,
December 15, 2021. In addition, the Company may elect a base rate
option for all or a portion of the Revolving Facility, in which
case, interest payments shall be due with respect to such portion
of the Revolving Facility on the last business day of each
quarter.
Subject to certain conditions set forth in the Credit Agreement,
the Company may elect to convert all or a portion of the
outstanding Revolving Facility into a term loan (each, a Term
Loan, and collectively with the Revolving Facility, the Credit
Facility), which Term Loan shall be payable quarterly in equal
installments sufficient to amortize the original principal amount
of such Term Loan on a seven-year amortization schedule.
The outstanding balance on the Credit Facility is guaranteed by
all of Chases direct and indirect domestic subsidiaries. The
Credit Facility is subject to restrictive covenants under the
Credit Agreement, and financial covenants that require Chase and
its subsidiaries to maintain certain financial ratios on a
consolidated basis, including a consolidated net leverage ratio
and a consolidated fixed charge coverage ratio.The Credit
Agreement also places certain Lender-approval requirements as to
the size of permitted acquisitions which may be entered into by
the Company and its subsidiaries. Prepayment is allowed by the
Credit Agreement at any time during the term of the agreement,
subject to customary notice requirements.
In connection with entry into the Credit Agreement, Chase applied
proceeds to pay off in full the outstanding principal balance of
its preexisting term debt (the Existing Term Loan) held under the
Existing Credit Agreement, entered in conjunction with the
Companys June 27, 2012 acquisition of NEPTCO Holdings,
simultaneously terminating both the Existing Term Loan agreement
and the preexistingrevolving line of credit (the Existing
Revolving Loan), which was fully available as of December 15,
2016, and which together fully constituted the Existing Credit
Agreement.
The foregoing summary of the Credit Agreement is not complete and
is qualified in its entirety by reference to the complete text of
the definitive agreement, which are filed as Exhibit 10.1 to this
Form8-K and which is incorporated herein by reference in its
entirety. This agreement has been included to provide investors
and shareholders with information regarding its terms. It is not
intended to provide any other factual information about Chase or
any of the other parties thereto. Investors should read these
agreements together with the other information concerning Chase
that Chase publicly files in reports and statements with the
Securities and Exchange Commission (the SEC).
Item 7.01 Regulation FD Disclosure
On December 20, 2016, the Company posted to the Investor
Relations section of its Internet website (www.chasecorp.com)
an investor presentation.The Company intends to use this
presentation in making presentations to analysts, potential
investors, and other interested parties. The principal update
reflected in the current investor presentation from the
investor presentation the Company furnished under Item 7.01
with the SEC on Form 8-K dated December 1, 2016, relates to
updated discussion in the Frequently Asked Questions section
concerning the Companys debt structure.
The information included in the investor presentation includes
financial information determined by methods other than in
accordance with accounting principles generally accepted in the
United States of America (GAAP).The Companys management uses
these non-GAAP measures in its analysis of the Companys
performance.The Company believes that the presentation of
certain non-GAAP measures provides useful supplemental
information that is helpful in understanding the operating
results of the Company.These non-GAAP disclosures should not be
viewed as a substitute for operating results determined in
accordance with GAAP, nor are they necessarily comparable to
similarly-titled non-GAAP performance measures that may be
presented by other companies.
The information in this Form 8-K being furnished under Item
7.01 shall not be deemed to be filed for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
such section, nor shall such information be deemed 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.The investor
presentation contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of
1995, as amended.These statements are based on the Companys
expectations and involve risks and uncertainties that could
cause the Companys actual results to differ materially from
those set forth in the statements.These risks are discussed in
the Companys filings with the Securities and Exchange
Commission, including an extensive discussion of these risks in
the Companys Annual Report on Form 10-K for the year ended
August 31, 2016.
A copy of the presentation is furnished herewith as Exhibit
99.1
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
ExhibitNo. |
Description |
|
10.1 |
Amended and Restated Credit Agreement dated as of |
|
99.1 |
Investor presentation dated December 20, 2016 |
About CHASE CORPORATION (NASDAQ:CCF)