Hudson Technologies, Inc. (NASDAQ:HDSN) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 2.03
On November 30, 2018, Hudson Technologies Company (“HTC”), an indirect subsidiary of Hudson Technologies, Inc. (the “Company”), and HTC’s affiliates Hudson Holdings, Inc. and Aspen Refrigerants, Inc. (formerly known as Airgas-Refrigerants, Inc.), as borrowers (collectively, the “Borrowers”), and the Company as a guarantor, entered into a Second Amendment to Amended and Restated Revolving Credit and Security Agreement, Consent and Waiver (the “Second Revolver Amendment”) with PNC Bank, National Association, as administrative agent, collateral agent and lender (“Agent” or “PNC”) and the lenders thereunder.
The Second Revolver Amendment amends the Amended and Restated Revolving Credit and Security Agreement dated October 10, 2017 (as amended to date, the “PNC Facility”), to replace the existing fixed charge coverage ratio until September 30, 2019 with an EBITDA covenant requiring minimum EBITDA for the four fiscal quarters ended on the following dates: September 30, 2018 – $9,240,000; December 31, 2018 – $9,428,000; March 31, 2019 – $9,270,000; June 30, 2019 – $14,195,000. The minimum fixed charge coverage ratio of 1.00:1.00 shall recommence for the quarter ending September 30, 2019. The Second Revolver Amendment also increases the applicable interest rate margin to 3% for Eurodollar Rate Loans (as defined in the PNC Facility) and 2% for Domestic Rate Loans (as defined in the PNC Facility) through September 30, 2019, with applicable margins thereafter of between 2.5% and 3% for Eurodollar Rate Loans and 1.5% and 2% for Domestic Rate Loans based on the applicable fixed charge coverage ratio. In connection with the Second Revolver Amendment, the Borrowers also paid the Agent a waiver and amendment fee of $250,000.
The description of the Second Revolver Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Revolver Amendment which is filed as Exhibit 10.2 to this Report.
| Item 2.03 | Results of Operations and Financial Condition |
On November 30, 2018, the Company issued a press release with respect to the foregoing matters, a copy of which is filed as Exhibit 99.1 to this Report. The press release also contained certain financial information with respect to the nine months ended September 30, 2018. The information in the aforementioned press release shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, and is not incorporated by reference into any filing of the Company, whether made before or after the date of this report, regardless of any general incorporation language in the filing.
| Item 2.03 | Financial Statements and Exhibits |
| 10.1 | Waiver and Third Amendment to Term Loan Credit and Security Agreement |
| 99.1 | Press Release dated November 30, 2018 |
HUDSON TECHNOLOGIES INC /NY ExhibitEX-10.1 2 tv508314_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version WAIVER AND THIRD AMENDMENT TO TERM LOAN CREDIT AND SECURITY AGREEMENT THIS WAIVER AND THIRD AMENDMENT TO TERM LOAN CREDIT AND SECURITY AGREEMENT (this “Amendment”),…To view the full exhibit click here
About Hudson Technologies, Inc. (NASDAQ:HDSN)
Hudson Technologies, Inc. is a refrigerant services company. The Company provides solutions to recurring problems within the refrigeration industry. Its products and services include refrigerant and industrial gas sales; refrigerant management services, which consist of reclamation of refrigerants, and RefrigerantSide services, which consist of system decontamination. Its refrigerant and industrial gas sales include selling of reclaimed and virgin (new) refrigerants to various customers in a range of segments of the air conditioning and refrigeration industry. It provides refrigerant management services, which also include laboratory testing through its laboratory, and banking services. It provides decontamination and recovery services that are performed at a customer’s site using its Zugibeast system under its RefrigerantSide services. The Company also participates in the generation of carbon offset projects as a component of its products and services.