H.B. FULLER COMPANY (NYSE:FUL) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
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Entry into a Material Definitive |
On April 12, 2017, H.B. Fuller Company, a Minnesota corporation
(the Company), and certain of its foreign subsidiaries
entered into a Credit Agreement (the New Credit Agreement)
with (i) JPMorgan Chase Bank, N.A., as administrative agent, (ii)
U.S. Bank National Association, Citibank, N.A., and Morgan
Stanley MUFG Loan Partners, LLC, as co-syndication agents, (iii)
Bank of America, N.A., HSBC Bank USA, National Association, and
PNC Bank, National Association, as co-documentation agents, and
(iv) various other financial institutions party thereto as
lenders. The New Credit Agreement is intended to replace the
Credit Agreement dated as of October 31, 2014 by and among the
Company, the certain foreign subsidiaries of the Company party
thereto, the certain lenders party thereto, and JPMorgan Chase
Bank, N.A., as administrative agent (as amended, the Prior
Credit Agreement).
Facilities
The New Credit Agreement establishes a $400.0 million
multi-currency revolving credit facility (the Revolving
Facility) and a $100.0 million term credit facility (the
Term Facility and together with the Revolving Facility,
the Credit Facilities). The Company may use the Credit
Facilities to repay certain existing indebtedness, finance
working capital needs, and for general corporate purposes of the
Company and its subsidiaries, including any permitted
acquisitions and any permitted purchase or redemption of capital
stock of the Company. The Term Facility was drawn in full on
April 12, 2017 and used to pay the $100.0 million then
outstanding under the Prior Credit Agreement.
Maturity, Amortization
The New Credit Agreement expires on April 12, 2022, at which time
all outstanding loans under the Credit Facilities mature. Prior
to such maturity, the Company must make $2.5 million installment
payments on loans under the Term Facility each quarter (on the
last day of each of March, June, September, and December),
commencing with June 30, 2017. Subject to certain conditions, the
Company may prepay amounts due under the Credit Facilities.
Interest Rates
The New Credit Agreement allows the Company to borrow at interest
rates that include, at the Companys option, (i)a spread over a
floating rate equal to the greatest of the (a)prime rate, (b)the
greater of the federal funds effective rate and the overnight
bank funding rate from time to time plus one-half of one percent,
and (c)the Adjusted LIBO Rate for a one month interest period
plus one percent, or (ii)a spread over a fixed rate equal to the
1-, 2-, 3 or 6-month Adjusted LIBO Rate. The interest rate spread
is determined by the rating of the Companys senior, unsecured,
long-term debt.
Other Terms and Conditions
The New Credit Agreement contains representations, warranties,
covenants and other agreements that are customary for
transactions of this type.
Among other things, the Companys covenants address financial
reporting and notification, payment of indebtedness, taxes and
other obligations, and compliance with applicable laws. There
also are financial covenants that require the Company to maintain
an interest coverage ratio (defined as the ratio of Consolidated
EBITDA to Consolidated Interest Expense for the period of the
four most recent consecutive fiscal quarters) of not less than
2.5 to 1.0 and a leverage ratio (defined as the ratio of
Consolidated Total Indebtedness to Consolidated EBITDA for the
period of the four most recent consecutive fiscal quarters) of no
greater than 3.5 to 1.0, as further defined in the New Credit
Agreement. The maximum leverage ratio may be increased to 3.75 to
1.0 under certain circumstances following a permitted
acquisition. A most favored lender provision provides that the
lenders under the New Credit Agreement also receive the benefit
of any more restrictive financial covenants that are subsequently
added to certain of the Companys other financing instruments. The
New Credit Agreement also imposes certain customary limitations
and requirements on the Company with respect to the incurrence of
indebtedness and liens, investments, mergers, acquisitions and
dispositions of assets.
Amounts due under the New Credit Agreement may be accelerated
upon an Event of Default as defined in the New Credit
Agreement, such as breach of a representation, covenant or
agreement of the Company or the occurrence of bankruptcy, if
not otherwise waived or cured.
The Company has also agreed to indemnify the administrative
agent, lenders and certain related parties against certain
liabilities on customary terms.
Subsidiary Guaranty
The New Credit Agreement generally requires that certain
material subsidiaries guarantee the payment when due of all of
the payment obligations of the Company under the New Credit
Agreement. Accordingly, on April 12, 2017, H.B. Fuller
Construction Products Inc., a Minnesota corporation and wholly
owned subsidiary of the Company, entered into a Guaranty with
J.P. Morgan Chase Bank, N.A., as administrative agent (the
Subsidiary Guaranty).
*****
Some of the parties to the New Credit Agreement and their
affiliates have engaged in, and may in the future engage in,
investment banking and other commercial dealings in the
ordinary course of business with the Company or its affiliates.
They have received, or may in the future receive, customary
fees and commissions for these transactions.
Copies of the New Credit Agreement and the Subsidiary Guaranty
are attached hereto as exhibits and expressly incorporated by
reference herein. The foregoing descriptions are qualified in
their entirety by reference to the actual terms of the New
Credit Agreement and the Subsidiary Guaranty.
The foregoing descriptions and the copies of these agreements
have been included to provide information regarding the terms
of the agreements. They are not intended to provide any other
factual information about the Company. In particular, investors
should not rely on the representations, warranties and
covenants or any descriptions thereof as characterizations of
the actual state of facts or condition of the Company or any of
its subsidiaries or affiliates.
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Item1.02 |
Termination of a Material Definitive |
Upon and in connection with the closing of the New Credit
Agreement, the Company terminated and canceled all of the
Commitments under the Prior Credit Agreement. No material early
termination penalties were incurred by the Company in
connection with such termination.
The Prior Credit Agreement, which had been scheduled to expire
October 31, 2019, had included a $300 million multi-currency
revolving credit facility and a $300 million term credit
facility, with borrowing at interest rates that included, at
the Companys option, (i) a spread over a floating rate equal to
the greatest of the prime rate, the federal funds effective
rate from time to time plus one-half of one percent, and the
Adjusted LIBO Rate for a one month interest period plus one
percent, or (ii) a spread over a fixed rate equal to the 1-,
2-, 3 or 6-month Adjusted LIBO Rate, with the interest rate
spread determined by the rating of the Companys senior,
unsecured, long-term debt.
A copy of the Prior Credit Agreement was filed as Exhibit 1.1
to the Companys Current Report on Form 8-K dated October 31,
2014 and is expressly incorporated by reference herein.
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Item2.03 |
Creation of a Direct Financial Obligation or an |
The disclosure under Item1.01 of this Current Report on Form
8-K is incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
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ExhibitNo. |
Description |
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10.1 |
Credit Agreement dated as of April 12, 2017 among (i) |
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10.2 |
Guaranty made as of April 12, 2017 by H.B. Fuller |
About H.B. FULLER COMPANY (NYSE:FUL)
H.B. Fuller Company is a formulator, manufacturer and marketer of adhesives, sealants and other specialty chemical products. The Company’s segments include Americas Adhesives, Europe, India, Middle East and Africa (EIMEA), Asia Pacific, Construction Products and Engineering Adhesives. The Americas Adhesives, EIMEA and Asia Pacific operating segments produce and supply industrial adhesives products for applications in various markets, including durable assembly, nonwoven and hygiene, and textile. The Construction Products operating segment includes products used for tile setting and heating, ventilation and air conditioning and insulation applications. The Engineering Adhesives operating segment produces and supplies industrial adhesives to the transportation, appliance and heavy machinery markets, among others. As of December 3, 2016, its sales operations spanned 38 countries in North America, Europe, Latin America, the Asia Pacific region, India, the Middle East and Africa. H.B. FULLER COMPANY (NYSE:FUL) Recent Trading Information
H.B. FULLER COMPANY (NYSE:FUL) closed its last trading session down -0.10 at 50.01 with 210,077 shares trading hands.
