FMC CORPORATION (NYSE:FMC) Files An 8-K Entry into a Material Definitive Agreement

FMC CORPORATION (NYSE:FMC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.

Revolving Credit Agreement Amendment

On September 28, 2018, FMC Corporation (the “Company”) entered into Amendment No. 1 (“Revolving Credit Amendment”) to that certain Second Amended and Restated Credit Agreement, dated as of May 2, 2017, among the Company, certain of the Company’s subsidiaries from time to time party thereto as borrowers, Citibank, N.A., as administrative agent, and each lender and issuing bank from time to time party thereto (the “Revolving Credit Lenders”) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”). The Revolving Credit Amendment amends the Revolving Credit Agreement in order to permit the Company’s previously disclosed separation and spin-off of its lithium business, as set forth in the Revolving Credit Amendment.

The foregoing description of the Revolving Credit Amendment does not purport to be complete and is qualified in its entirety by reference to the Revolving Credit Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Some of the Revolving Credit Lenders and their affiliates have various relationships with the Company involving the provision of financial services, including cash management, investment banking and trust and leasing services. In addition, the Company has entered into interest rate, foreign exchange and energy derivative arrangements with some of the Revolving Credit Lenders and their affiliates.

2017 Term Loan Agreement Amendment

On September 28, 2018, the Company entered into Amendment No. 1 (“2017 Term Loan Amendment”) to that certain Term Loan Agreement, dated as of May 2, 2017, among the Company, certain of the Company’s subsidiaries from time to time party thereto as borrowers, Citibank, N.A., as administrative agent, each lender from time to time party thereto (the “2017 Term Loan Lenders”) and the other parties thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “2017 Term Loan Agreement”). The 2017 Term Loan Amendment amends the 2017 Term Loan Agreement in order to permit the Company’s previously disclosed separation and spin-off of its lithium business, as set forth in the 2017 Term Loan Amendment.

The foregoing description of the 2017 Term Loan Amendment does not purport to be complete and is qualified in its entirety by reference to the 2017 Term Loan Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.

Some of the 2017 Term Loan Lenders and their affiliates have various relationships with the Company involving the provision of financial services, including cash management, investment banking and trust and leasing services. In addition, the Company has entered into interest rate, foreign exchange and energy derivative arrangements with some of the 2017 Term Loan Lenders and their affiliates.

2014 Term Loan Agreement Amendment

On September 28, 2018, the Company entered into Amendment No. 4 (“2014 Term Loan Amendment”) to that certain Term Loan Agreement, dated as of October 10, 2014, among the Company, certain of the Company’s subsidiaries from time to time party thereto as borrowers, Citibank, N.A., as administrative agent, each lender from time to time party thereto (the “2014 Term Loan Lenders”) and the other parties thereto (as amended by that certain Amendment No. 1, dated as of August 26, 2015, that certain Amendment No. 2, dated as of March 24, 2016 and that certain Amendment No. 3, dated as of May 2, 2017, and as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “2014 Term Loan Agreement”). The 2014 Term Loan Amendment amends the 2014 Term Loan Agreement in order to permit the Company’s previously disclosed separation and spin-off of its lithium business, as set forth in the 2014 Term Loan Amendment.

The foregoing description of the 2014 Term Loan Amendment does not purport to be complete and is qualified in its entirety by reference to the 2014 Term Loan Amendment, which is filed as Exhibit 10.3 to this Current Report on Form 8-K.

Some of the 2014 Term Loan Lenders and their affiliates have various relationships with the Company involving the provision of financial services, including cash management, investment banking and trust and leasing services. In addition, the Company has entered into interest rate, foreign exchange and energy derivative arrangements with some of the 2014 Term Loan Lenders and their affiliates.

Item 1.01.Creation of a Direct Financial Obligation of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 1.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

Amendment No. 1, dated September 28, 2018, to the Second Amended and Restated Credit Agreement, dated as of May 2, 2017, among FMC Corporation, certain subsidiaries of FMC Corporation from time to time party thereto as borrowers, Citibank, N.A., as Administrative Agent, and each lender and issuing bank from time to time party thereto.
Amendment No. 1, dated September 28, 2018, to the Term Loan Agreement, dated as of May 2, 2017, among FMC Corporation, certain subsidiaries of FMC Corporation from time to time party thereto as borrowers, Citibank, N.A., as Administrative Agent, each lender from time to time party thereto and the other parties thereto.
Amendment No. 4, dated September 28, 2018, to the Term Loan Agreement, dated as of October 10, 2014, among FMC Corporation, certain subsidiaries of FMC Corporation from time to time party thereto as borrowers, Citibank, N.A., as Administrative Agent, each lender from time to time party thereto and the other parties thereto.


FMC CORP Exhibit
EX-10.1 2 citifmcamendmentno1tosec.htm EXHIBIT 10.1 citifmcamendmentno1tosec EXECUTION VERSION AMENDMENT NO. 1 AMENDMENT NO. 1,…
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About FMC CORPORATION (NYSE:FMC)

FMC Corporation is a diversified chemical company serving agricultural, consumer and industrial markets. The Company operates through three business segments: FMC Agricultural Solutions, FMC Health and Nutrition, and FMC Lithium. The Company’s FMC Agricultural Solutions segment develops, markets and sells over three classes of crop protection chemicals, including insecticides, herbicides and fungicides. Its FMC Health and Nutrition segment focuses on nutritional ingredients, health excipients and functional health ingredients. FMC Health and Nutrition is a supplier of microcrystalline cellulose, carrageenan, alginates, natural colorants, pectin and omega-3, which has applications in the production of food, pharmaceutical, nutraceutical and other specialty consumer products. Its FMC Lithium segment manufactures lithium for use in a range of lithium products, which are used in energy storage, specialty polymers and chemical synthesis application.

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