INGREDION INCORPORATED (NYSE:INGR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
As described in Item 1.01 below, on August18, 2017, Ingredion Incorporated (the “Company”) entered into a Term Loan Credit Agreement, dated as of August18, 2017 (the “Term Loan Credit Agreement”), among the Company, the lenders signatory thereto, Bank of America, N.A. (“Bank of America”), as Administrative Agent, and Merrill Lynch, Pierce, Fenner& Smith Incorporated, as Sole Bookrunner and Sole Lead Arranger.
Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On August18, 2017, the Company entered into the Term Loan Credit Agreement to establish a new 18‑month senior unsecured term loan credit facility in an amount of up to $500 million.On August23, 2017, the Company borrowed $ 140 million under the Term Loan Credit Agreement. Borrowings under the Term Loan Credit Agreement are to be used for general corporate purposes.
All borrowings under the Term Loan Credit Agreement will bear interest at a variable annual rate based on LIBOR or a base rate, at the Company’s election, subject to the terms and conditions thereof, plus, in each case, an applicable margin. The Company is required to pay a fee on the unused availability under the Term Loan Credit Agreement.
The Term Loan Credit Agreement contains customary representations, warranties, covenants and events of default for facilities of its type, including restrictions on the incurrence of liens, the incurrence of indebtedness by the Company’s subsidiaries andcertain fundamental changes involving the Company and its subsidiaries, subject to certain exceptions in each case. The Company must alsomaintain a specified consolidated leverage ratio and consolidated interest coverage ratio.The occurrence of an event of default under the Term Loan Credit Agreement could result in all loans and other obligations being declared due and payable and the term loan credit facility being terminated.
The foregoing description of the Term Loan Credit Agreement is qualified in its entirety by reference to the complete terms and conditions of the Term Loan Credit Agreement, a copy of which is filed herewith as Exhibit4.1 and incorporated herein by reference.
Item 1.01 Financial Statements and Exhibits.
The following exhibit is being furnished as part of this report:
Term Loan Credit Agreement dated as of August18, 2017, among Ingredion Incorporated, the lenders signatory thereto, Bank of America, N.A., as Administrative Agent, and Merrill Lynch, Pierce, Fenner& Smith Incorporated, as Sole Bookrunner and Sole Lead Arranger