Versum Materials, Inc. (NYSE:VSM) Files An 8-K Entry into a Material Definitive Agreement

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Versum Materials, Inc. (NYSE:VSM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On October 10, 2017, Versum Materials, Inc., a Delaware corporation (the “Company”), entered into a First Amendment to Credit Agreement (the “Repricing Amendment”) among the Company, the subsidiary guarantors party thereto, the lenders party thereto (the “Lenders”) and Citibank, N.A., as administrative agent and collateral agent for the Lenders (the “Agent”), which amended that certain Credit Agreement dated as of September 30, 2016, among the Company, the lenders party thereto and the Agent (as amended by the Repricing Amendment, the “Amended Credit Agreement”). The Repricing Amendment decreased the Applicable Rate (as defined in the Amended Credit Agreement) for the Company’s senior secured first lien term loan B facility (the “Term Facility”) from 2.50% to 2.00% per annum for LIBOR borrowings, and reduced the LIBOR floor from 0.75% to 0.00%. In addition, the Repricing Amendment decreased the Applicable Rate for the Term Facility from 1.50% to 1.00% per annum for base rate borrowings, and removed the 1.75% base rate floor. If the Company’s Total Leverage Ratio (as defined in the Amended Credit Agreement), is equal to or less than 2.00:1.00 (calculated without any netting of Cash on Hand (as defined in the Amended Credit Agreement)), the Applicable Rate (as defined in the Amended Credit Agreement) will decrease further to 1.75% for LIBOR borrowings and to 0.75% for base rate borrowings.

The Repricing Amendment also increased the applicable first lien net leverage ratios that determine the percentage of excess cash flow, ranging from 0% to 50%, that is required to be used to prepay the Term Facility. The period in which a prepayment premium may be required for a Repricing Transaction (as defined in the Amended Credit Agreement) was reset to six months after the October 10, 2017 effective date of the Repricing Amendment.

The foregoing description of the Repricing Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Repricing Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 1.01 Other Information.

On October 10, 2017, the Company issued a press release announcing the completion of the repricing of the Credit Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 1.01 Financial Statements and Exhibits.

(d) Exhibits.


Versum Materials, Inc. Exhibit
EX-10.1 2 firstamendmenttocreditagre.htm EXHIBIT 10.1 Exhibit Execution VersionFIRST AMENDMENT TOCREDIT AGREEMENTThis FIRST AMENDMENT to the Credit Agreement referred to below is entered into as of October 10,…
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About Versum Materials, Inc. (NYSE:VSM)

Versum Materials, Inc. provides solutions to the semiconductor industry through chemical synthesis, analytical technology, process engineering and surface science. The Company’s segments include Materials, and Delivery Systems and Services (DS&S). The Company is a supplier of materials, including specialty process gas, cleaners and etchants, slurries, organosilanes and organometallics deposition films, and equipment, which it provides to the semiconductor and display industries. The Materials segment provides specialty materials focusing on the integrated circuit (IC) and flat-panel display markets. The Materials segment operates in two business units: advanced materials and process materials. The Company’s DS&S Segment designs, manufactures, installs, operates, and maintains chemical and gas delivery and distribution systems enabling the use of specialty gases and chemicals delivered directly to its customers’ manufacturing tools.

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