0000037785FALSE00000377852020-04-222020-04-22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 22, 2020
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FMC CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-2376
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94-0479804
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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2929 Walnut Street
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Philadelphia
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Pennsylvania
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19104
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 215-299-6000
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.10 per share
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FMC
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New York Stock Exchange
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Revolving Credit Agreement Amendment
On April 22, 2020, FMC Corporation (the “Company”) entered into Amendment No. 1 (the “Revolving Credit Amendment”) to that certain Third Amended and Restated Credit Agreement, dated as of May 17, 2019, among the Company, as U.S. Borrower, certain foreign subsidiaries of the Company party thereto, as Euro Borrowers, the lenders (the “Revolving Credit Lenders”) and issuing banks party thereto, Citibank, N.A., as administrative agent, Citibank, N.A. and BofA Securities, Inc., as joint lead arrangers, Bank of America, N.A., as syndication agent, and certain other financial institutions party thereto as co-documentation agents (the “Revolving Credit Agreement”). Among other things, the Revolving Credit Amendment amends the maximum leverage ratio financial covenant in the Revolving Credit Agreement and adds a negative covenant restricting purchases, redemptions or retirement of the Company’s stock, options and warrants in certain instances, in each case as set forth in the Revolving Credit Amendment.
The foregoing description of the Revolving Credit Amendment does not purport to be complete and is qualified in its entirety by reference to the Revolving Credit Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Some of the Revolving Credit Lenders and their affiliates have various relationships with the Company involving the provision of financial services, including cash management, investment banking and trust and leasing services. In addition, the Company has entered into interest rate, foreign exchange and energy derivative arrangements with some of the Revolving Credit Lenders and their affiliates.
Term Loan Agreement Amendment
On April 22, 2020, the Company entered into Amendment No. 2 (the “Term Loan Amendment”) to that certain Term Loan Agreement, dated as of May 2, 2017, among the Company, as U.S. Borrower, certain foreign subsidiaries of the Company party thereto, as Euro Borrowers, the lenders party thereto (the “Term Loan Lenders”), Citibank, N.A., as administrative agent, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers, Bank of America, N.A., as syndication agent, and certain other financial institutions party thereto as co-documentation agents (as previously amended, the “Term Loan Agreement”). Among other things, the Term Loan Amendment amends the maximum leverage ratio financial covenant in the Term Loan Agreement and adds a negative covenant restricting purchases, redemptions or retirement of the Company’s stock, options and warrants in certain instances, in each case as set forth in the Term Loan Amendment.
The foregoing description of the Term Loan Amendment does not purport to be complete and is qualified in its entirety by reference to the Term Loan Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Some of the Term Loan Lenders and their affiliates have various relationships with the Company involving the provision of financial services, including cash management, investment banking and trust and leasing services. In addition, the Company has entered into interest rate, foreign exchange and energy derivative arrangements with some of the Term Loan Lenders and their affiliates.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 22, 2020, FMC Corporation issued a press release regarding the Revolving Credit Amendment and the Term Loan Amendment and providing an update on prior guidance for the first quarter 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with general instruction B.2 to Form 8-K, the information included in this Item 2.02, and the exhibits attached hereto, shall be deemed to be “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OF A REGISTRANT
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit Number
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Description
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10.1
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Amendment No. 1, dated as of April 22, 2020, to the Third Amended and Restated Credit Agreement, dated as of May 17, 2019, among FMC Corporation, certain subsidiaries of FMC Corporation party thereto, the lenders and issuing banks party thereto, and Citibank, N.A., as Administrative Agent for such lenders.
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10.2
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Amendment No. 2, dated as of April 22, 2020, to the Term Loan Agreement, dated as of May 2, 2017, among FMC Corporation, certain subsidiaries of FMC Corporation party thereto, the lenders party thereto, and Citibank, N.A., as Administrative Agent for such lenders.
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99.1
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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 thereunto duly authorized.
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FMC CORPORATION
(Registrant)
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By:
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/S/ BRIAN P. ANGELI
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Brian P. Angeli
Vice President, Corporate Strategy and Treasurer
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Date: April 22, 2020
AMENDMENT NO. 1
AMENDMENT NO. 1, dated as of April 22, 2020 (this “Amendment”), to the Third Amended and Restated Credit Agreement, dated as of May 17, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FMC Corporation, a Delaware corporation (the “Company”), certain of the Company’s subsidiaries from time to time party thereto as borrowers (together with the Company, the “Borrowers”), Citibank, N.A., as Administrative Agent (as such term is defined in the Credit Agreement), and each lender and issuing bank from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”).
WHEREAS, the Company has requested certain changes to the Credit Agreement as described herein (the “Proposed Amendments”);
WHEREAS, Section 9.01 of the Credit Agreement provides that the Company and the Required Lenders may amend the Loan Documents;
WHEREAS, the Lenders party hereto have agreed to approve the Proposed Amendments; and
WHEREAS, in order to effect the foregoing, the Company and the other parties hereto desire to amend the Credit Agreement, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
ARTICLE I
Amendment
SECTION 1.01. Defined Terms. Capitalized terms used herein (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction specified in Section 1.04 of the Credit Agreement also apply to this Amendment.
SECTION 1.02. Amendment of Credit Agreement. Effective as of the First Amendment Effective Date (as defined below):
(a) Section 1.01 of the Credit Agreement is hereby amended to add the following new defined terms in their correct alphabetical order:
“First Amendment” means that certain Amendment No. 1, dated as of April 22, 2020, among the Borrowers, the Administrative Agent and the Lenders party thereto.
“First Amendment Effective Date” has the meaning assigned to such term in the First Amendment.
(b) Section 6.01(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(a) Maximum Leverage Ratio. The U.S. Borrower shall maintain, on the last day of each Fiscal Quarter ending on or following the First Amendment Effective Date, a Leverage Ratio of not more than the applicable level set forth below adjacent to such Fiscal Quarter:
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Fiscal Quarter
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Maximum Leverage Ratio
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June 30, 2020
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4.25 to 1.00
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September 30, 2020
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4.25 to 1.00
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December 31, 2020
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4.25 to 1.00
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March 31, 2021
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4.00 to 1.00
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June 30, 2021 and thereafter
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3.50 to 1.00
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(c) Section 6.04 of the Credit Agreement is hereby amended to add the following new clause (j):
(j) During the period commencing on the First Amendment Effective Date and ending on June 30, 2021, the U.S. Borrower shall not make or agree to make, directly or indirectly, any purchase, redemption, retirement or other acquisition of shares of its Stock or warrants or options to acquire any such shares, or incur any obligation (contingent or otherwise) to do so, at any time the Leverage Ratio exceeds 3.50 to 1.00 or an Event of Default has occurred and is continuing, in either case before or after giving effect to such event; provided, however that, so long as no Event of Default has occurred and is continuing before or after giving effect thereto, the U.S. Borrower may at any time purchase, redeem, retire or otherwise acquire for value its Stock (including any stock appreciation rights, warrants or options in respect thereof) (i) from current or former employees or directors in the ordinary course of business, (ii) with the proceeds received from the substantially concurrent issue of new shares of its Stock or other common equity interests and (iii) to the extent deemed to occur upon the exercise of options by current or former employees or directors to purchase Stock or other equity interests if such shares of Stock or other equity interests represent a portion of the exercise price of such options.
SECTION 1.03. Effectiveness. Section 1.02 of this Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which the following conditions have been satisfied:
(a) The Administrative Agent (or its counsel) shall have received counterparts of this Amendment executed by (i) the Company and (ii) the Required Lenders.
(b) The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including (i) a nonrefundable consent fee, for the account of each Lender (including Citibank, N.A.) consenting to the Amendment (each, a “Consenting Lender”), in an amount equal to 0.15% of such Consenting Lender’s Commitment and (ii) the reasonable fees, charges and disbursements of counsel for the Administrative Agent.
The Administrative Agent shall notify the Company and the Lenders of the First Amendment Effective Date and such notice shall be conclusive and binding.
ARTICLE II
Miscellaneous
SECTION 2.01. Representations and Warranties. (a) To induce the other parties hereto to enter into this Amendment, the Company represents and warrants to each of the Lenders and the Administrative Agent that, as of the First Amendment Effective Date and after giving effect to the transactions and amendments to occur on the First Amendment Effective Date, this Amendment has been duly authorized, executed and delivered by the Company and constitutes, and the Credit Agreement, as amended hereby on the First Amendment Effective Date, will constitute, legal, valid and binding obligations of the Borrowers, enforceable against each of the Borrowers in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and by general principles of equity and the implied covenant of good faith and fair dealing.
(b) Each of the representations and warranties made by each party to each Loan Document in or pursuant to this Amendment or any other Loan Document, or contained in any certificate or financial statement (other than estimates and projections which are (x) identified as such and (y) contained in any financial statement) furnished at any time under or in connection with this Amendment or any other Loan Document shall be true and correct in all material respects (except any representations and warranties that are qualified by materiality, which shall be true and correct in all respects) on and as of the First Amendment Effective Date as if made on and as of such date (except to the extent that such representations and warranties relate to a particular date, in which case such representations and warranties shall be true and correct in all material respects on and as of such date), both before and after giving effect to the this Amendment.
(c) After giving effect to this Amendment and the transactions contemplated hereby on the relevant date, no Default or Event of Default has occurred and is continuing on the First Amendment Effective Date.
SECTION 2.02. Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Administrative Agent, the Lenders, any other Agent and any of their respective Affiliates under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle any Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein.
(b) On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 2.03. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The other provisions of Article IX of the Credit Agreement shall apply to this Amendment to the same extent as if fully set forth herein.
SECTION 2.04. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 2.05. Counterparts; Electronic Signatures. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by facsimile or PDF or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “executed,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided, further, that, without limiting the foregoing, upon the request of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their officers as of the date first above written.
The U.S. Borrower
FMC CORPORATION
By: /s/ Brian J. Blair
Name: Brian J. Blair
Title: Deputy Treasurer
The Euro Borrowers
FMC Finance B.V.
By: /s/ Brian J. Blair
Name: Brian J. Blair
Title: Director
FMC Chemicals Netherlands B.V.
By: /s/ Brian J. Blair
Name: Brian J. Blair
Title: Director
FMC Foret, S.A.
By: /s/ Andrew D. Sandifer
Name: Andrew D. Sandifer
Title: Director
CITIBANK, N.A.,
as Administrative Agent, Lender, Issuing Bank and Swing Loan Lender
By: /s/ Michael Vondriska
Name: Michael Vondriska
Title: Vice President
BANK OF AMERICA, N.A.,
as a Syndication Agent, Lender, Issuing Bank and Swing Loan Lender
By: /s/ Mukesh Singh
Name: Mukesh Singh
Title: Director
BNP Paribas,
as a Lender
By: /s/ Michael Hoffman
Name: Michael Hoffman
Title: Director
By: /s/ Yudesh Sohan
Name: Yudesh Sohan
Title: Director
COBANK ACB,
as a Lender
By: /s/ Chuck Castles
Name: Chuck Castles
Title: Vice President
AgFirst Farm Credit Bank,
as a Voting Participant
By: /s/ Matt Jeffords
Name: Matt Jeffords
Title: Vice President
Farm Credit Bank of Texas,
as a Voting Participant
By: /s/ Isaac E. Bennett
Name: Isaac E. Bennett
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
as a Lender
By: /s/ Peter S. Predun
Name: Peter S. Predun
Title: Executive Director
SUMITOMO MITSUI BANKING CORPORATION,
as a Lender
By: /s/ Jun Ashley
Name: Jun Ashley
Title: Director
TD BANK, N.A.,
as a Lender
By: /s/ Craig Welch
Name: Craig Welch
Title: Senior Vice President
TRUIST BANK (formerly known as Branch Banking and Trust Company),
as a Lender
By: /s/ Matthew J. Davis
Name: Matthew J. Davis
Title: Senior Vice President
SANTANDER BANK, N.A.,
as a Lender
By: /s/ Pablo Urgoiti
Name: Pablo Urgoiti
Title: Managing Director
By: /s/ Andres Barbosa
Name: Andres Barbosa
Title: Executive Director
Citizens Bank, N.A. (as successor by merger to Citizens Bank of Pennsylvania),
as a Lender
By: /s/ William J. O’Meara
Name: William J. O’Meara
Title: Senior Vice President
KBC Bank, N.V., New York Branch,
as a Lender
By: /s/ Jana Sevcikova
Name: Jana Sevcikova
Title: Director, Corporate Banking
By: /s/ Francis Payne
Name: Francis Payne
Title: Managing Director
Mizuho Bank, Ltd.,
as a Lender
By: /s/ Donna DeMagistris
Name: Donna DeMagistris
Title: Authorized Signatory
PNC Bank National Association,
as a Lender
By: /s/ John T. Wilder
Name: John T. Wilder
Title: Senior Vice President
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
as a Lender
By: /s/ Jeff Bliss
Name: Jeff Bliss
Title: Executive Director
By: /s/ Robert Graff
Name: Robert Graff
Title: Managing Director
U.S. Bank National Association,
as a Lender
By: /s/ Jeffrey D. Hernandez
Name: Jeffrey D. Hernandez
Title: Vice President
Wells Fargo Bank, National Association,
as a Lender
By: /s/ Nathan R. Rantala
Name: Nathan R. Rantala
Title: Managing Director
AMENDMENT NO. 2
AMENDMENT NO. 2, dated as of April 22, 2020 (this “Amendment”), to the Term Loan Agreement, dated as of May 2, 2017 (as amended by that certain Amendment No. 1, dated as of September 28, 2018, and as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among FMC Corporation, a Delaware corporation (the “Company”), certain of the Company’s subsidiaries from time to time party thereto as borrowers (together with the Company, the “Borrowers”), Citibank, N.A., as Administrative Agent (as such term is defined in the Term Loan Agreement), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and the other parties thereto.
WHEREAS, the Company has requested certain changes to the Term Loan Agreement as described herein (the “Proposed Amendments”);
WHEREAS, Section 9.01 of the Term Loan Agreement provides that the Company and the Required Lenders may amend the Loan Documents;
WHEREAS, the Lenders party hereto have agreed to approve the Proposed Amendments; and
WHEREAS, in order to effect the foregoing, the Company and the other parties hereto desire to amend the Term Loan Agreement, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
ARTICLE I
Amendment
SECTION 1.01. Defined Terms. Capitalized terms used herein (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Term Loan Agreement. The rules of construction specified in Section 1.04 of the Term Loan Agreement also apply to this Amendment.
SECTION 1.02. Amendment of Term Loan Agreement. Effective as of the Second Amendment Effective Date (as defined below):
(a) Section 1.01 of the Term Loan Agreement is hereby amended to add the following new defined terms in their correct alphabetical order:
“Second Amendment” means that certain Amendment No. 2, dated as of April 22, 2020, among the Borrowers, the Administrative Agent and the Lenders party thereto.
“Second Amendment Effective Date” has the meaning assigned to such term in the Second Amendment.
(b) Section 6.01(a) of the Term Loan Agreement is hereby amended and restated in its entirety as follows:
(a) Maximum Leverage Ratio. The U.S. Borrower shall maintain, on the last day of each Fiscal Quarter ending on or following the Second Amendment Effective Date, a Leverage Ratio of not more than the applicable level set forth below adjacent to such Fiscal Quarter:
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Fiscal Quarter
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Maximum Leverage Ratio
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June 30, 2020
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4.25 to 1.00
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September 30, 2020
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4.25 to 1.00
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December 31, 2020
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4.25 to 1.00
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March 31, 2021
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4.00 to 1.00
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June 30, 2021 and thereafter
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3.50 to 1.00
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(c) Section 6.04 of the Term Loan Agreement is hereby amended to add the following new clause (j):
(j) During the period commencing on the Second Amendment Effective Date and ending on June 30, 2021, the U.S. Borrower shall not make or agree to make, directly or indirectly, any purchase, redemption, retirement or other acquisition of shares of its Stock or warrants or options to acquire any such shares, or incur any obligation (contingent or otherwise) to do so, at any time the Leverage Ratio exceeds 3.50 to 1.00 or an Event of Default has occurred and is continuing, in either case before or after giving effect to such event; provided, however that, so long as no Event of Default has occurred and is continuing before or after giving effect thereto, the U.S. Borrower may at any time purchase, redeem, retire or otherwise acquire for value its Stock (including any stock appreciation rights, warrants or options in respect thereof) (i) from current or former employees or directors in the ordinary course of business, (ii) with the proceeds received from the substantially concurrent issue of new shares of its Stock or other common equity interests and (iii) to the extent deemed to occur upon the exercise of options by current or former employees or directors to purchase Stock or other equity interests if such shares of Stock or other equity interests represent a portion of the exercise price of such options.
SECTION 1.03. Effectiveness. Section 1.02 of this Amendment shall become effective as of the first date (the “Second Amendment Effective Date”) on which the following conditions have been satisfied:
(a) The Administrative Agent (or its counsel) shall have received counterparts of this Amendment executed by (i) the Company and (ii) the Required Lenders.
(b) The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including (i) a nonrefundable consent fee, for the account of each Lender (including Citibank, N.A.) consenting to the Amendment (each, a “Consenting Lender”), in an amount equal to 0.15% of such Consenting
Lender’s Commitment and (ii) the reasonable fees, charges and disbursements of counsel for the Administrative Agent.
The Administrative Agent shall notify the Company and the Lenders of the Second Amendment Effective Date and such notice shall be conclusive and binding.
ARTICLE II
Miscellaneous
SECTION 2.01. Representations and Warranties. (a) To induce the other parties hereto to enter into this Amendment, the Company represents and warrants to each of the Lenders and the Administrative Agent that, as of the Second Amendment Effective Date and after giving effect to the transactions and amendments to occur on the Second Amendment Effective Date, this Amendment has been duly authorized, executed and delivered by the Company and constitutes, and the Term Loan Agreement, as amended hereby on the Second Amendment Effective Date, will constitute, legal, valid and binding obligations of the Borrowers, enforceable against each of the Borrowers in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and by general principles of equity and the implied covenant of good faith and fair dealing.
(b) Each of the representations and warranties made by each party to each Loan Document in or pursuant to this Amendment or any other Loan Document, or contained in any certificate or financial statement (other than estimates and projections which are (x) identified as such and (y) contained in any financial statement) furnished at any time under or in connection with this Amendment or any other Loan Document shall be true and correct in all material respects (except any representations and warranties that are qualified by materiality, which shall be true and correct in all respects) on and as of the Second Amendment Effective Date as if made on and as of such date (except to the extent that such representations and warranties relate to a particular date, in which case such representations and warranties shall be true and correct in all material respects on and as of such date), both before and after giving effect to the this Amendment.
(c) After giving effect to this Amendment and the transactions contemplated hereby on the relevant date, no Default or Event of Default has occurred and is continuing on the Second Amendment Effective Date.
SECTION 2.02. Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Administrative Agent, the Lenders, any other Agent and any of their respective Affiliates under the Term Loan Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Term Loan Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Term Loan Agreement or entitle any Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Term Loan Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Term Loan Agreement and the other Loan Documents specifically referred to herein.
(b) On and after the Second Amendment Effective Date, each reference in the Term Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Term Loan Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Term Loan Agreement, as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Term Loan Agreement and the other Loan Documents.
SECTION 2.03. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The other provisions of Article IX of the Term Loan Agreement shall apply to this Amendment to the same extent as if fully set forth herein.
SECTION 2.04. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 2.05.Counterparts; Electronic Signatures. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by facsimile or PDF or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “executed,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided, further, that, without limiting the foregoing, upon the request of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their officers as of the date first above written.
The U.S. Borrower
FMC CORPORATION
By: /s/ Brian J. Blair
Name: Brian J. Blair
Title: Deputy Treasurer
The Euro Borrowers
FMC Finance B.V.
By: /s/ Brian J. Blair
Name: Brian J. Blair
Title: Director
FMC Chemicals Netherlands B.V.
By: /s/ Brian J. Blair
Name: Brian J. Blair
Title: Director
FMC Luxembourg Holdings S.à r.l.
By: /s/ Brian J. Blair
Name: Brian J. Blair
Title: Director
FMC Luxembourg S.à r.l.
By: /s/ Brian J. Blair
Name: Brian J. Blair
Title: Director
CITIBANK, N.A.,
as Administrative Agent and Lender
By: /s/ Michael Vondriska
Name: Michael Vondriska
Title: Vice President
BANK OF AMERICA, N.A.,
as a Lender
By: /s/ Mukesh Singh
Name: Mukesh Singh
Title: Director
BNP Paribas,
as a Lender
By: /s/ Michael Hoffman
Name: Michael Hoffman
Title: Director
By: /s/ Yudesh Sohan
Name: Yudesh Sohan
Title: Director
COBANK ACB,
as a Lender
By: /s/ Chuck Castles
Name: Chuck Castles
Title: Vice President
AgFirst Farm Credit Bank,
as a Voting Participant
By: /s/ Matt Jeffords
Name: Matt Jeffords
Title: Vice President
Farm Credit Bank of Texas,
as a Voting Participant
By: /s/ Isaac E. Bennett
Name: Isaac E. Bennett
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
as a Lender
By: /s/ Peter S. Predun
Name: Peter S. Predun
Title: Executive Director
SUMITOMO MITSUI BANKING CORPORATION,
as a Lender
By: /s/ Jun Ashley
Name: Jun Ashley
Title: Director
TD BANK, N.A.,
as a Lender
By: /s/ Craig Welch
Name: Craig Welch
Title: Senior Vice President
TRUIST BANK (formerly known as Branch Banking and Trust Company),
as a Lender
By: /s/ Matthew J. Davis
Name: Matthew J. Davis
Title: Senior Vice President
SANTANDER BANK, N.A.,
as a Lender
By: /s/ Pablo Urgoiti
Name: Pablo Urgoiti
Title: Managing Director
By: /s/ Andres Barbosa
Name: Andres Barbosa
Title: Executive Director
Citizens Bank, N.A. (as successor by merger to Citizens Bank of Pennsylvania),
as a Lender
By: /s/ William J. O’Meara
Name: William J. O’Meara
Title: Senior Vice President
KBC Bank, N.V., New York Branch,
as a Lender
By: /s/ Jana Sevcikova
Name: Jana Sevcikova
Title: Director, Corporate Banking
By: /s/ Francis Payne
Name: Francis Payne
Title: Managing Director
Mizuho Bank, Ltd,
as a Lender
By: /s/ Donna DeMagistris
Name: Donna DeMagistris
Title: Authorized Signatory
PNC Bank National Association,
as a Lender
By: /s/ John T. Wilder
Name: John T. Wilder
Title: Senior Vice President
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
as a Lender
By: /s/ Jeff Bliss
Name: Jeff Bliss
Title: Executive Director
By: /s/ Robert Graff
Name: Robert Graff
Title: Managing Director
U.S. Bank National Association,
as a Lender
By: /s/ Jeffrey D. Hernandez
Name: Jeffrey D. Hernandez
Title: Vice President
Wells Fargo Bank, National Association,
as a Lender
By: /s/ Nathan R. Rantala
Name: Nathan R. Rantala
Title: Managing Director
Compeer Financial, PCA
as a Lender
By: /s/ Daniel J. Best
Name: Daniel J. Best
Title: Director, Capital Markets
THE BANK OF NEW YORK MELLON,
as a Lender
By: /s/ John T. Smathers
Name: John T. Smathers
Title: Director
Exhibit 99.1
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FMC Corporation
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2929 Walnut Street
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Philadelphia, PA 19104
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USA
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News Release
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215.299.6000
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fmc.com
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For Release: Immediate
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Media Contact: Emily Parenteau +1.215.299.6288
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emily.parenteau@fmc.com
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Investor Contact: Michael Wherley +1.215.299.6543
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michael.wherley@fmc.com
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FMC Corporation Provides Update on Liquidity and Confirms Strong First Quarter Performance
Highlights1
•Amended credit facilities to increase maximum leverage ratio to 4.25 through December 31, 2020
•Ample liquidity available to fund operations
•Preliminary Q1 2020 sales show approximately 5 percent growth versus Q1 2019
•Company expects Q1 2020 adjusted EBITDA and adjusted earnings to be at the midpoint of guidance ranges
PHILADELPHIA, April 22, 2020 - FMC Corporation (NYSE:FMC) today announced it has amended its Credit Agreement and Term Loan Agreement to increase the maximum leverage ratio permitted under each agreement. The maximum leverage ratio applicable on the last day of each fiscal quarter will increase to 4.25 through the period ending December 31, 2020, step down to 4.0 for the period ending March 31, 2021 and step down to 3.5 for the period ending June 30, 2021. The company’s maximum leverage ratio was previously 4.0 for the period ending March 31, 2020, with a step down to 3.5 for the period ending June 30, 2020.
“We have no concerns about our liquidity,” said Pierre Brondeau, chairman and CEO of FMC. “In an abundance of caution, we believed it was a prudent step to increase the maximum leverage ratio permitted under our credit facilities. The higher leverage ratio provides significant headroom above any of the COVID-19 related scenarios we have assessed.”
As previously scheduled, FMC will release its first quarter 2020 earnings on Tuesday, May 5, 2020, after the stock market close. The company expects to report another very strong quarter, in line with expectations. Preliminary first quarter sales grew approximately 5 percent versus a robust Q1 2019. The company expects adjusted EBITDA and adjusted earnings to be at the midpoint of the first quarter guidance ranges of $356 million and $1.81 per diluted share, respectively.1
Page 2/FMC Corporation Provides Update on Liquidity and Confirms Strong First Quarter Performance
“As expected, demand in Q1 was robust, but the COVID-19 pandemic has made logistics more difficult. Our supply chain performed extremely well to overcome most of the challenges,” said Brondeau. “We will discuss on the May 6th earnings call how we see the rest of the year unfolding.”
About FMC
FMC Corporation, an agricultural sciences company, provides innovative solutions to growers around the world with a robust product portfolio fueled by a market-driven discovery and development pipeline in crop protection, plant health, and professional pest and turf management. This powerful combination of advanced technologies includes leading insect control products based on Rynaxypyr® and Cyazypyr® active ingredients; Authority®, Boral®, Centium®, Command® and Gamit® branded herbicides; Talstar® and Hero® branded insecticides; and flutriafol-based fungicides. The FMC portfolio also includes biologicals such as Quartzo® and Presence® bionematicides. FMC Corporation employs approximately 6,400 employees around the globe. To learn more, please visit www.fmc.com.
FMC, the FMC logo, Rynaxypyr, Cyazypyr, Authority, Boral, Centium, Command, Gamit, Talstar, Hero, Quartzo and Presence are trademarks of FMC Corporation or an affiliate. Always read and follow all label directions, restrictions and precautions for use. Products listed here may not be registered for sale or use in all states, countries or jurisdictions. Hero® insecticide is a restricted use pesticide in the United States.
Statement under the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements, which are based on management’s current views and assumptions regarding future events, future business conditions and the outlook for the company based on currently available information. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. These factors include, among other things, the risk factors and other cautionary statements included within FMC’s 2019 Form 10-K filed with the SEC as well as other SEC filings and public communications. FMC cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Forward-looking statements are qualified in their entirety by the above cautionary statement. FMC undertakes no obligation, and specifically disclaims any duty, to update or revise any forward-looking statements to reflect events or circumstances arising after the date on which they were made, except as otherwise required by law.
This press release contains certain “non-GAAP financial terms” which are defined on our website www.fmc.com. In addition, we have also provided on our website at www.fmc.com reconciliations of non-GAAP terms to the most directly comparable GAAP term.
1.Although we provide forecasts for non-GAAP financial measures including, but not limited to, adjusted earnings per share, total company adjusted EBITDA and free cash flow, we are not able to forecast the most directly comparable measures calculated and presented in accordance with GAAP. Certain elements of the composition of the GAAP amounts are not predictable, making it impractical for us to forecast. Such elements include, but are not limited to, restructuring, acquisition charges, and discontinued operations. As a result, no GAAP outlook is provided.
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