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): July 13, 2009
Chemtura
Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
|
1-15339
(Commission
file number)
|
52-2183153
(IRS
employer identification
number)
|
|
199
Benson Road, Middlebury, Connecticut
(Address
of principal executive offices)
|
06749
(Zip
Code)
|
(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):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry Into a
Material Definitive Agreement.
As previously disclosed on Current
Report on Form 8-K dated March 23, 2009, Chemtura Corporation (the “Company” or
“Chemtura”) and certain of its subsidiaries organized in the United States
(collectively, the “Debtors”) on March 18, 2009 filed voluntary petitions for
protection under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York (the “Bankruptcy
Court”). On that same date, the Debtors filed a motion seeking
approval of a Senior Secured Super-Priority-Debtor-in-Possession Credit
Agreement (the “DIP Credit Facility” or “DIP Credit Agreement”), which was
approved on an interim basis by the Bankruptcy Court on March 20,
2009. As previously disclosed on Current Report on Form 8-K dated
April 29, 2009, the Company and the parties to the DIP Credit Agreement entered
into Amendment No. 1 to the DIP Credit Agreement. Amendment No. 1
provided for, among other things, (i) an increase in the outstanding amount of
inter-company loans the Debtors could make to the non-debtor foreign
subsidiaries of the Company from $7.5 million to $40 million; (ii) a reduction
in the required level of borrowing availability under the minimum availability
covenant; and (iii) the elimination of the requirement to pay additional
interest expense if a specified level of accounts receivable financing was not
available to the Company’s European subsidiaries. On April 29, 2009,
the Bankruptcy Court granted final approval of the DIP Credit Agreement, as
amended pursuant to Amendment No. 1.
On July 13, 2009, the Company and the
parties to the DIP Credit Agreement entered into Amendment No. 2 to the DIP
Credit Agreement subject to approvals by the Bankruptcy Court and the Company’s
Board of Directors which approvals were obtained on July 14 and July 15, 2009,
respectively. The DIP Credit Agreement was amended to provide for,
among other things, an option by the Company to extend the maturity of the DIP
Credit Facility for two, consecutive three month periods. Prior to
Amendment No. 2, the DIP Credit Agreement matured on the earlier of 364 days,
the effective date of a plan of reorganization or the date of termination in
whole of the Commitments (as defined in the DIP Credit Agreement).
The option to extend the maturity date
for the first additional three month period is subject to the satisfaction of
certain conditions including, among other things, delivery of a business plan
projecting EBITDA for the extension period, the filing of a plan of
reorganization with the Bankruptcy Court, Availability (as defined in the DIP
Credit Agreement) as of the initial maturity date of not less than $30 million,
and the payment of an extension fee. The option to extend the
maturity date for a second additional three month period is subject to the
satisfaction of certain conditions including, among other things, approval of
the extension by the Required Lenders (as defined in the DIP Credit Agreement),
approval by the Bankruptcy Court of a disclosure statement and procedures to
solicit votes with respect to a plan of reorganization, Availability (as defined
in the DIP Credit Agreement) as of June 22, 2010 of not less than $30
million, and the payment of an additional extension fee.
The applicable per annum interest rate
for borrowings under the DIP Credit Facility increases 1% during the three month
extension and an additional 1% commencing June 22, 2010 if extended for six
months. Other amendments include an increase to the amount of
permitted capital expenditures for the periods of each maturity date extension
of the DIP Credit Agreement, the exclusion from the calculation of EBITDA any
non-cash foreign currency exchange gains and losses resulting from
balance sheet re-measurement and permitting the $40 million basket for
intercompany loans to non-debtor foreign subsidiaries to be utilized for up to
$10 million of equity contributions to such subsidiaries and/or for the issuance
of letters of credit under the DIP Credit Agreement to support certain credit
facilities of such subsidiaries. A copy of Amendment No. 2 to the DIP
Credit Agreement is attached hereto as Exhibit 10.1 and incorporated by
reference herein.
Item
7.01. Regulation FD Disclosure
On July 15, 2009, Chemtura filed with
the Bankruptcy Court, as required by the Bankruptcy Code, its Monthly Operating
Report for the period June 1, 2009 through June 30, 2009. The June
2009 Monthly Operating Report (the “Monthly Operating Report”) is
furnished hereunder as Exhibit 99.1.
Cautionary
Statements Regarding Financial and Operating Data
Chemtura cautions investors
and potential investors not to place undue reliance upon the
information contained in the Monthly Operating Report as it was not prepared for
the purpose of providing the basis for an investment decision relating to any of
the securities of any of Chemtura or its subsidiaries, or any other affiliate of
Chemtura. The Monthly Operating Report was not audited or reviewed by
independent accountants, is as prescribed by applicable bankruptcy laws, and is
subject to future adjustment and reconciliation. There can be no
assurance that, from the perspective of an investor or potential investor in
Chemtura securities, the Monthly Operating Report is complete. The
Monthly Operating Report also contains information for periods which are shorter
or otherwise different from those required in Chemtura’s reports pursuant to the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such
information might not be indicative of Chemtura’s financial condition or
operating results for the period that would be reflected in Chemtura’s financial
statements or in its reports pursuant to the Exchange Act. Results
set forth in the Monthly Operating Report should not be viewed as indicative of
future results.
Limitation
on Incorporation by Reference
In accordance with General Instruction
B.2 of Form 8-K, the information in this Form 8-K furnished pursuant to Item
7.01 shall not be deemed to be “filed” for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities of that section, nor shall
such information be deemed incorporated by reference in any filing under the
Exchange Act or Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits
* * *
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Exhibit Number
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Exhibit Description
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10.1
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Amendment
No. 2 to DIP Credit Agreement
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99.1
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Monthly
Operating Report for June
2009
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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:
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/s/ Billie S. Flaherty
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Name:
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Billie
S. Flaherty
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Title:
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SVP,
General Counsel &
Secretary
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Exhibit Number
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Exhibit Description
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10.1
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Amendment
No. 2 to DIP Credit Agreement
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99.1
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Monthly
Operating Report for June
2009
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