CHICAGO BRIDGE & IRON COMPANY N.V. (NYSE:CBI) 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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As previously disclosed in its Form 10-Q for the quarter ended
March 31, 2017 filed with the Securities and Exchange Commission
on May 10, 2017, Chicago Bridge Iron Company N.V. (the Company),
entered into certain amendments on May 8, 2017 (the May 8th
Amendments) with respect to the following debt arrangements and
instruments:
March 31, 2017 filed with the Securities and Exchange Commission
on May 10, 2017, Chicago Bridge Iron Company N.V. (the Company),
entered into certain amendments on May 8, 2017 (the May 8th
Amendments) with respect to the following debt arrangements and
instruments:
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the Companys five-year, $1.35 billion committed revolving
credit facility (the Revolving Facility) with Bank of America N.A. (BofA), as administrative agent, and BNP Paribas Securities Corp, BBVA Compass, Credit Agricole Corporate and Investment Bank (Credit Agricole) and TD Securities, each as syndication agents; |
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the Companys five-year, $800 million committed revolving
credit facility (the Second Revolving Facility) with BofA, as administrative agent, and BNP Paribas Securities Corp., BBVA Compass, Credit Agricole and Bank of Tokyo Mitsubishi UFJ, each as syndication agents; |
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the Companys five-year, $500 million term loan (the Second
Term Loan) with BofA as administrative agent; |
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the Companys senior notes (series A, B, C and D) totaling
$800 million in the aggregate originally issued on December 27, 2012 (the Senior Notes); and |
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the Companys senior notes totaling $200 million in the
aggregate originally issued on July 22, 2015 (the Second Senior Notes and, together with the Revolving Facility, the Second Revolving Facility, the Second Term Loan, the Senior Notes and the Second Senior Notes, the Senior Facilities). |
The May 8th Amendments require the Company, among other things,
to secure the Senior Facilities through the pledge of accounts
receivable, inventory, equipment, intellectual property, fixed
assets, stock of certain of its subsidiaries and cash.
to secure the Senior Facilities through the pledge of accounts
receivable, inventory, equipment, intellectual property, fixed
assets, stock of certain of its subsidiaries and cash.
In order to effectuate the May 8, 2017 pledge of security, on May
29, 2017 the Company executed technical amendments to the
Revolving Facility, the Second Revolving Facility and the Second
Term Loan (such amendments, the May 29th Amendments). In
connection with the May 29th Amendments, certain of the Companys
subsidiaries organized in the United States entered into a Pledge
and Security Agreement dated May 29, 2017, to which they granted
to BofA, as the collateral agent (the Collateral Agent), for the
benefit of the Collateral Agent, the Administrative Agent and the
Secured Creditors (all as defined in the May 29th Amendments), a
duly perfected first priority security interest in substantially
all of such subsidiaries respective assets (subject to certain
exceptions).
29, 2017 the Company executed technical amendments to the
Revolving Facility, the Second Revolving Facility and the Second
Term Loan (such amendments, the May 29th Amendments). In
connection with the May 29th Amendments, certain of the Companys
subsidiaries organized in the United States entered into a Pledge
and Security Agreement dated May 29, 2017, to which they granted
to BofA, as the collateral agent (the Collateral Agent), for the
benefit of the Collateral Agent, the Administrative Agent and the
Secured Creditors (all as defined in the May 29th Amendments), a
duly perfected first priority security interest in substantially
all of such subsidiaries respective assets (subject to certain
exceptions).
The May 29th Amendments also:
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appoint BofA as Collateral Agent under the Revolving
Facility, the Second Revolving Facility and the Second Term Loan; |
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add a covenant to each of the relevant credit or term loan
agreements that requires the Company and certain of its subsidiaries organized in Curacao, Liechtenstein, the Netherlands and the United Kingdom (and certain other foreign jurisdictions to the extent requested) to grant to the Collateral Agent, for the benefit of the Collateral Agent, the Administrative Agent and the Secured Creditors, a duly perfected first priority security interest in substantially all of their respective assets (subject to certain exceptions); |
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add to each of the relevant credit or term loan agreements
a number of other representations, warranties, covenants and agreements as a result of and relating to the collateral arrangements; and |
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add to each of the relevant credit or term loan agreements
a most favored lender provision that provides the lenders party to the Revolving Facility, the Second Revolving Facility and the Second Term Loan the benefit of certain more restrictive covenants or defaults under the agreements related to the Senior Notes and the Second Senior Notes. |
The foregoing description of the May 29th Amendments does not
purport to be complete and is qualified in its entirety by
reference to (i) Amendment No. 7, dated as of May 29, 2017, to
the Credit Agreement, dated as of October 28, 2013, filed as
Exhibit 10.1 hereto; (ii) Amendment No. 4, dated as of May 29,
2017, to the Amended and Restated Revolving Credit Agreement,
dated as of July 8, 2015, filed as Exhibit 10.2 hereto; and (iii)
Amendment No. 4, dated as of May 29, 2017, to the Term Loan
Agreement, dated as of July 8, 2015, filed as Exhibit 10.3
hereto; each of which is incorporated by reference herein.
purport to be complete and is qualified in its entirety by
reference to (i) Amendment No. 7, dated as of May 29, 2017, to
the Credit Agreement, dated as of October 28, 2013, filed as
Exhibit 10.1 hereto; (ii) Amendment No. 4, dated as of May 29,
2017, to the Amended and Restated Revolving Credit Agreement,
dated as of July 8, 2015, filed as Exhibit 10.2 hereto; and (iii)
Amendment No. 4, dated as of May 29, 2017, to the Term Loan
Agreement, dated as of July 8, 2015, filed as Exhibit 10.3
hereto; each of which is incorporated by reference herein.
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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 above is incorporated
by reference into this Item 2.03.
by reference into this Item 2.03.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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10.1 Amendment No. 7, dated as of May 29, 2017, to the Credit
Agreement, dated as of October 28, 2013, by and among the
Company, Chicago Bridge Iron Company (Delaware), certain
Subsidiaries of the Company signatory thereto, Bank of America,
N.A., as administrative agent and collateral agent, and each the
Lenders signatory thereto (filed herewith).
Agreement, dated as of October 28, 2013, by and among the
Company, Chicago Bridge Iron Company (Delaware), certain
Subsidiaries of the Company signatory thereto, Bank of America,
N.A., as administrative agent and collateral agent, and each the
Lenders signatory thereto (filed herewith).
10.2 Amendment No. 4, dated as of May 29, 2017, to the Amended
and Restated Revolving Credit Agreement, dated as of July 8,
2015, by and among the Company, Chicago Bridge Iron (Delaware),
certain subsidiaries of the Company signatory thereto, Bank of
America, N.A., as administrative agent and collateral agent, and
each of the Lenders signatory thereto (filed herewith).
and Restated Revolving Credit Agreement, dated as of July 8,
2015, by and among the Company, Chicago Bridge Iron (Delaware),
certain subsidiaries of the Company signatory thereto, Bank of
America, N.A., as administrative agent and collateral agent, and
each of the Lenders signatory thereto (filed herewith).
10.3 Amendment No. 4, dated as of May 29, 2017, to the Term Loan
Agreement, dated as of July 8, 2015, by and among the Company,
Chicago Bridge Iron (Delaware), Bank of America, N.A., as
administrative agent and collateral agent, and each of the
Lenders signatory thereto (filed herewith).
Agreement, dated as of July 8, 2015, by and among the Company,
Chicago Bridge Iron (Delaware), Bank of America, N.A., as
administrative agent and collateral agent, and each of the
Lenders signatory thereto (filed herewith).
About CHICAGO BRIDGE & IRON COMPANY N.V. (NYSE:CBI)
Chicago Bridge & Iron Company N.V. provides services to customers in energy infrastructure market. The Company provides services, such as conceptual design, technology, engineering, procurement, fabrication, modularization, construction, commissioning, maintenance, program management and environmental services. Its Engineering and Construction segment provides engineering, procurement, and construction (EPC) services. Its Fabrication Services segment provides fabrication and erection of steel plate structures; fabrication of piping systems and process modules, and manufacturing and distribution of pipe and fittings. The Technology segment provides process technology licenses and associated engineering services, and catalysts, for petrochemical and refining industries, and offers process planning and project development services. Its Capital Services operating group provides environmental engineering and remediation, infrastructure EPC services and program management. CHICAGO BRIDGE & IRON COMPANY N.V. (NYSE:CBI) Recent Trading Information
CHICAGO BRIDGE & IRON COMPANY N.V. (NYSE:CBI) closed its last trading session down -0.38 at 19.20 with 3,551,031 shares trading hands.
