Univar Inc. (NYSE:UNVR) Files An 8-K Entry into a Material Definitive Agreement

Univar Inc. (NYSE:UNVR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

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Entry into a Material Definitive Agreement

On November 28, 2017 (the “Amendment No. 2 Effective Date”), Univar USA Inc. (the “Company”), as the borrower, and Univar Inc., as holdings, entered into the Second Amendment (the “Second Amendment”) to that certain credit agreement, dated July 1, 2015 (as amended on January 19, 2017, the “Credit Agreement” and, as further amended by the Second Amendment, the “Amended Credit Agreement”). to the Second Amendment, Bank of America N.A. and the other lenders agreed to provide a new Term B-3 loan facility in an aggregate principal amount of $2.3 billion, denominated in U.S. dollars, which replaces all of the U.S. dollar loans and all of the euro loans outstanding under the Credit Agreement immediately prior to the Amendment No. 2 Effective Date (collectively, the “New Senior Term Facilities”).

The Company’s obligations under the New Senior Term Facilities are guaranteed on a senior secured basis, jointly and severally, by the Company, Univar Inc. and certain of its material wholly-owned U.S. subsidiaries. The Company, Univar Inc. and certain of its material wholly-owned U.S. subsidiaries have granted a lien over substantially all of their respective assets to secure the New Senior Term Facilities.

to the Second Amendment, the interest rates applicable to the loans under the New Senior Term Facilities will be based on, at the Company’s option, a fluctuating rate of interest determined by reference to a Eurocurrency rate (subject to a floor of 0.00%) plus an applicable margin equal to 2.50%, which applicable margin will be further reduced to 2.25% if the Company’s total net leverage (Total Net Debt to Adjusted EBITDA) reaches or falls below 4.00x. The maturity of the New Senior Term Facilities was extended to July 1, 2024. Other than as discussed above, the terms of the Amended Credit Agreement are principally unchanged from the provisions in the Credit Agreement.

The foregoing summary of the New Senior Term Facilities does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Second Amendment and the Amended Credit Agreement, filed as Exhibit 10.1 to this current report on Form 8-K, and incorporated herein by reference.

Item 1.01

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 concerning the Company’s direct financial obligations under the New Senior Term Facilities is hereby incorporated herein by reference into this Item 1.01.

Attached as Exhibit 99.1 and incorporated by reference herein is a copy of Univar Inc.’s press release dated November 28, 2017 announcing the effectiveness of the Second Amendment.

Item 1.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit Number

Description

Second Amendment to Credit Agreement, dated as of November 28, 2017 between Univar USA Inc., Univar Inc., the several banks and financial institutions from time to time party thereto and Bank of America, N.A.

Univar Inc. Press Release dated November 28, 2017


Univar Inc. Exhibit
EX-10.1 2 exhibit101.htm EXHIBIT 10.1 Exhibit EXECUTION VERSIONAMENDMENT NO. 2,…
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About Univar Inc. (NYSE:UNVR)

Univar Inc. is a distributor of commodity and specialty chemicals. The Company’s segments include Univar USA (USA); Univar Canada (Canada); Univar Europe, the Middle East and Africa (EMEA), and Rest of World. The Rest of World segment includes developing businesses in Latin America, including Brazil and Mexico, and the Asia-Pacific region. Its USA segment offers commodity and specialty chemicals to manufacturing and industrial production sectors in the United States. Its Canadian operations are divided into approximately two regions: Eastern Canada, where it focuses on customer end markets, including cleaning and sanitization, chemical manufacturing, personal care and pharmaceutical, and Western Canada, where it focuses on forestry, chemical manufacturing, mining, and oil and gas markets, such as midstream gas and oil sands processing, as well as refining. Its EMEA segment caters to pharmaceutical products and ingredients, food, coating and adhesives, and personal care industries.

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