NEWMARKET CORPORATION (NASDAQ:NEU) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On January4, 2017, NewMarket Corporation (the Company), entered
into a note purchase agreement (the Note Purchase Agreement) with
The Prudential Insurance Company of America (Prudential) and
certain other purchasers as set forth on the Purchase Schedule
attached thereto (collectively, the Purchasers). to the Note
Purchase Agreement, the Company issued $250 million in senior
unsecured notes (the Notes) to the Purchasers in a private
placement. The proceeds will be used by the Company and its
subsidiaries to finance working capital needs, for general
corporate purposes and to repay its short term borrowings under
its revolving credit facility.
The Notes bear interest at the rate of 3.78%per year and mature
on January4, 2029. Interest on the Notes is payable semiannually
on the 4th day of July and January of each year, and principal
payments of $50 million are payable annually commencing January4,
2025. The Company may make optional prepayments of the Notes,
subject to certain limitations and the requirement to pay an
additional Yield Maintenance Amount (as defined and described in
the Note Purchase Agreement), if any.
The Note Purchase Agreement contains representations, warranties,
terms and conditions customary for transactions of this type.
These include negative covenants, certain financial covenants and
events of default substantially similar to the covenants and
events of default in the Companys existing revolving credit
facility. A Yield Maintenance Amount may also be due if the
principal amount on the Notes is accelerated upon an event of
default.
This summary of the Note Purchase Agreement does not purport to
be complete and is subject to, and is qualified in its entirety
by, reference to all of the terms of the Note Purchase Agreement,
a copy of which is attached as Exhibit 10.1 and incorporated
herein by reference.
| Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by this Item2.03 is included in Item1.01
and incorporated herein by reference.
| Item8.01 | Other Events. |
On January4, 2017, the Company issued a press release announcing
the issuance of the Notes. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 |
Note Purchase Agreement dated January4, 2017, by and among NewMarket Corporation, The Prudential Insurance Company of America, The Gibraltar Life Insurance Co., Ltd., The Lincoln National Life Insurance Company and The Prudential Life Insurance Company, Ltd. |
|
| 99.1 | Press Release dated January 4, 2017 |