Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): December 30, 2008 (December 30,
2008)
Chemtura
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction
of
incorporation)
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1-15339
(Commission
file number)
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52-2183153
(IRS
employer identification
number)
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199
Benson Road, Middlebury, Connecticut
(Address
of principal executive offices)
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06749
(Zip
Code)
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(203)
573-2000
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into Material Definitive Agreement.
On
December 30, 2008, Chemtura Corporation entered into (i) a Sixth Amendment and
Waiver Agreement (the “Sixth RA Amendment”) to the Fourth Amended and Restated
Receivables Sale Agreement dated as of September 28, 2006 (the “Receivables
Agreement”) by and among Crompton & Knowles Receivables Corporation, as
seller (“Seller”), Chemtura Corporation, as the initial collection agent, The
Royal Bank of Scotland plc (as successor to ABN AMRO Bank N.V.), as agent, and
various other banks and liquidity providers, (ii) a Waiver and Amendment No. 2
(the “Second CA Amendment”) to its Amended and Restated Credit Agreement dated
July 31, 2007 (the “Credit Agreement”) with Citibank, N.A., as agent, and the
other lenders and agents party thereto, and (iii) a Second Amended and Restated
Pledge and Security Agreement (the “Security Agreement”) among Chemtura
Corporation, certain domestic subsidiaries of Chemtura Corporation, and
Citibank, N.A., as agent.
The
Sixth RA Amendment
The
Receivables Agreement provides for the sale by the Seller to certain financial
institutions (collectively, the “Purchasers”) of an undivided interest in
receivables originally owed to Chemtura Corporation, Chemtura USA Corporation,
Great Lakes Chemical Corporation or Bio-Lab, Inc. Pursuant to the
Sixth RA Amendment, the Purchasers agreed to waive until the earlier to occur of
(i) March 30, 2009, or (ii) the date on which certain specified events (such as
the occurrence of an additional Termination Event (as defined in the Receivables
Agreement) or if the Second CA Amendment shall cease to be effective) occur,
certain provisions of the Receivables Agreement which permit the Purchasers to
terminate their respective commitments to purchase additional undivided
interests in future receivables or exercise certain other
remedies. In addition, the Sixth RA Amendment, among other things,
provides for: (i) a decrease in the aggregate purchase commitments of the
Purchasers from $275 million to $100 million, (ii) shortening the scheduled
expiration date of the Purchasers’ purchase commitments from August 30, 2010 to
March 30, 2009, (iii) an increase in the margin payable on the investment of the
Purchasers in the receivables from 1.25% to 2.5% per annum prior to February 1,
2009 and 3.5% per annum thereafter, and (iv) an increase in the fee payable on
the Purchasers’ unused commitments from 0.6% to 1.50% per annum (prior to the
date of the Sixth RA Amendment, the margin and the unused commitment fee were
based upon Chemtura Corporation's public debt rating, and Chemtura Corporation
was paying margin and commitment fees at the highest rate).
A copy of
the Sixth RA Amendment is attached hereto as Exhibit 10.1 and is incorporated by
reference herein.
The
Second CA Amendment
Pursuant
to the Second CA Amendment, for the period commencing on December 30, 2008
through March 30, 2009 (the “Waiver Period”), compliance with the financial
covenants under the Credit Agreement has been waived. In addition,
certain events of default are waived during the Waiver Period. During
the Waiver Period, advances outstanding under the Credit Agreement are not
permitted to exceed (A) $180 million from the commencement of the Waiver Period
until December 31, 2008, (B) $195 million from January 1, 2009 to January 31,
2009, and (C) $190 million from February 1, 2009 until the end of the Waiver
Period. During the Waiver Period, letters of credit are not permitted
to exceed $97 million.
During
the Waiver Period, (i) the margin added to calculate interest rates has been
increased from 0.60% to 2.60% per annum for base rate advances and from 1.60% to
3.60% per annum for eurocurrency rate advances and (ii) the unused commitment
fee has been increased from 0.40% to 1.00% per annum (prior to the Waiver
Period, the margins and the unused commitment fee were based upon Chemtura
Corporation's public debt rating, and Chemtura Corporation was paying margin and
commitment fees at the highest rate). In addition, during the Waiver
Period, certain of the covenants in the Credit Agreement have been amended to
substantially restrict Chemtura Corporation's ability to incur debt or liens,
dispose of assets, and make investments. Further, a restricted payments covenant
has been added to the Credit Agreement, restricting the ability of Chemtura
Corporation to make cash dividends and repurchase its equity during the Waiver
Period, subject to certain limited exceptions.
The
Second CA Amendment also makes the following permanent changes to the Credit
Agreement, among others: (i) to the extent that a lender participates
in a new U.S. accounts receivable securitization facility, its commitments under
the Credit Agreement will be reduced pro rata by the amount of its commitment
under the new securitization facility, (ii) adding a requirement that any U.S.
accounts receivable securitization facility be fully utilized prior to allowing
additional borrowings under the Credit Agreement, (iii) modifying the cross
default provision to include events under securitization facilities, (iv) adding
a requirement that substantially all cash held by Chemtura Corporation or the
guarantors be located at Citibank or be subject to account control agreements,
(v) adding as an event of default the failure of Chemtura Corporation to enter
into a new securitization facility of less than $100 million on or before
January 30, 2009 and (vi) eliminating the provision that terminated the security
interest granted to the lenders if a certain rating was obtained on Chemtura
Corporation's public debt.
The
conditions precedent to the effectiveness of the Second CA Amendment
include: (i) Chemtura Corporation reduced its commitments under the
Credit Agreement from $740 million to $500 million and (ii) the Security
Agreement was amended to provide for the grant of a security interest in the
inventory of Chemtura Corporation and each guarantor under the Credit Agreement,
up to certain limitations provided under Chemtura Corporation’s bond
indentures.
Copies of
the Second CA Amendment and the Security Agreement are attached hereto as
Exhibit 10.2 and Exhibit, 10.3, respectively and are incorporated by reference
herein.
Lenders
under the Receivables Agreement and Credit Agreement, or their affiliates, have
performed, and may in the future perform, investment banking and other services
for Chemtura Corporation.
Item 2.06 Material
Impairments.
On
December 11, 2008, Chemtura Corporation announced that changes in Chemtura
Corporation’s financial performance during the fourth quarter 2008 and the
outlook in 2009 have led Chemtura Corporation to conclude on December 30, 2008
an impairment has occurred to the carrying value of its goodwill. Chemtura
Corporation will quantify and record a non-cash goodwill impairment charge in
its fourth quarter 2008 financial results, together with charges related to its
new restructuring program and the expenses related to the Sixth RA Amendment and
the Second CA Amendment.
Item
8.01 Other Events.
A copy of
the press release announcing the transactions described above and other items is
attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
Item
9.01 Financial Statements and Exhibits.
* * *
(d) Exhibits.
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Exhibit Description
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10.1
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Sixth
Amendment and Waiver Agreement to the Fourth Amended and Restated
Receivables Sale Agreement
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10.2
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Waiver
and Amendment No. 2 to the Amended and Restated Credit
Agreement
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10.3
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Second
Amended and Restated Pledge and Security Agreement
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99.1
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Chemtura
Press Release dated December 30,
2008
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Chemtura Corporation
(Registrant)
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By: /s/
Lynn A. Schefsky
Name: Lynn
A. Schefsky
Title: Senior
Vice President, General Counsel and
Secretary
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Exhibit
Index
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Exhibit Number
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Exhibit Description
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10.1
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Sixth
Amendment and Waiver Agreement to the Fourth Amended and Restated
Receivables Sale Agreement
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10.2
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Waiver
and Amendment No. 2 to the Amended and Restated Credit
Agreement
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10.3
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Second
Amended and Restated Pledge and Security
Agreement
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99.1
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Chemtura
Press Release dated December 30,
2008
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