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) October 10, 2017     

A. SCHULMAN, INC.

(Exact name of registrant as specified in its charter)

Delaware
 
0-7459
 
34-0514850
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

3637 Ridgewood Road, Fairlawn, Ohio
44333
(Address of principal executive offices)
(Zip Code)

(330) 666-3751
(Registrant’s telephone number, including area code)

 
 
 
 
 
(Former name or former address, if changed since last report)

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:

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 a Material Definitive Agreement.
    
A. Schulman, Inc. (the “Company”) and A. Schulman Holdings S.a.r.l. (the “Foreign Borrower” and together with the Company, the “Borrowers”) as of October 10, 2017 entered into Amendment No. 1 (“Amendment No. 1”) to that certain Credit Agreement originally dated as of June 1, 2015 (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Europe Limited, as Global Agent, and the lenders named in the Credit Agreement (the “Credit Agreement”). The following summary of Amendment No. 1 to the Credit Agreement is qualified in its entirety by reference to the full text of Amendment No. 1, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Pursuant to Amendment No. 1, Section 6.09(a) of the Credit Agreement relating to Total Net Leverage Ratio requirements, was deleted in its entirety and replaced with revised net leverage ratio requirements to provide the Company additional financial flexibility. Failure to meet the net leverage ratio requirements as amended could result in acceleration of payment obligations pursuant to the Credit Agreement and termination of the obligations of the lenders to make loans and extend credit under the Credit Agreement. There were no other changes to the original terms of the Credit Agreement.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.


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.


A. Schulman, Inc.

By: /s/ Andrean R. Horton         
Andrean R. Horton
Executive Vice President & Chief Legal Officer

 
Date: October 10, 2017





Exhibit 10.1


AMENDMENT No. 1 , dated as of October 10, 2017 (this “ Amendment ”), to the Credit Agreement dated as of June 1, 2015, among A. schulman, inc., a Delaware corporation (the “ Company ”), A. SCHULMAN HOLDINGS S.A.R.L, a private limited liability company ( société à responsabilité limitée ) organized and existing under the laws of Luxembourg, the other FOREIGN BORROWERS (as defined therein) from time to time party thereto, the several banks and other financial institutions or entities from time to time party thereto (the “ Lenders ”), J.P. MORGAN EUROPE LIMITED, as a Global Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent (the “ Administrative Agent ”) (as amended, restated, amended and restated, modified and supplemented from time to time, the “ Credit Agreement ”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
WHEREAS, the Company desires to amend the Credit Agreement on the terms set forth herein;
WHEREAS, Section 10.02(b) of the Credit Agreement provides that the Borrowers and the Required Financial Covenant Lenders may amend the Credit Agreement and the other Loan Documents for certain purposes;
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:
Section 1. Amendment . The Credit Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below), hereby amended as follows:
Section 6.09(a) is hereby deleted in its entirety and replaced with the following:
“(a)    For so long as any Initial Term A Loans or Revolving Credit Commitments remain outstanding, with respect to the Initial Term A Loans and the Revolving Facility only, permit the Total Net Leverage Ratio as of the last day of any fiscal quarter (beginning with the end of the first full fiscal quarter after the Effective Date) to exceed the ratio set forth opposite such period below:
Fiscal Quarter Ended
Maximum Total Net Leverage Ratio
On or before August 31, 2016
5.25 to 1.00
November 30, 2016; February 28, 2017; May 31, 2017; and August 31, 2017
4.75 to 1.00
November 30, 2017 and February 28, 2018
5.00 to 1.00
May 31, 2018; August 31, 2018
4.75 to 1.00
November 30, 2018; February 28, 2019; May 31, 2019 and August 31, 2019
4.50 to 1.00
On and after November 30, 2019
4.00 to 1.00

Section 2. Representations and Warranties, No Default . In order to induce the Required Financial Covenant Lenders to enter into this Amendment and to amend the Credit





Agreement in the manner provided herein, the Borrowers represent and warrant to each Required Financial Covenant Lender that:

(i) After giving effect to this Amendment, the representations and warranties of the Borrowers and each other Loan Party contained in Article III of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date, and except that the representations and warranties contained in Section 3.04(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.01(a) and (b) of the Credit Agreement; and

(ii) At the time of and immediately after giving effect to this Amendment, no Default exists.

Section 3. Effectiveness . Section 1 of this Amendment shall become effective on the date (such date, if any, the “ Amendment No. 1 Effective Date ”) that the following conditions have been satisfied:

(i) Consents . The Administrative Agent shall have received executed signature pages hereto from Lenders constituting the Required Financial Covenant Lenders and the Borrowers;

(ii) Officer’s Certificate . The Administrative Agent shall have received a certificate of a Responsible Officer of each Borrower certifying that (a) No Default shall exist, or would result from this Amendment and (b) the representations and warranties of each Borrower and each other Loan Party contained in Article III of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date; and

(iii) Fees and Expenses . The Administrative Agent shall have received from the Borrowers, (a) for the account of each Required Financial Covenant Lender that shall have executed and delivered a counterpart of this Amendment by 5:00 p.m., New York City time, on Friday, October 6, 2017 (each such Required Financial Covenant Lender, a “ Consenting Required Financial Covenant Lender ”), a consent fee equal to the sum of (x) 0.05% of the aggregate principal amount of Revolving Credit Commitments held by such Consenting Required Financial Covenant Lender as of the Amendment No. 1 Effective Date plus (y) 0.05% of the aggregate principal amount of Initial Term A Loans held by such Consenting Required Financial Covenant Lender as of the Amendment No. 1 Effective Date and (b) all expenses required to be paid pursuant to Section 10.03(a) of the Credit Agreement through the Amendment No. 1 Effective Date, including, without limitation, expenses incurred in connection with the Credit Agreement





unrelated to this Amendment and not previously paid. The foregoing fees shall be payable in immediately available funds and shall not be refundable.

Section 4. Counterparts . This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 5. Applicable Law . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

Section 6. Headings . Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect

Section 7. Effect of Amendment . Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) 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 provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each of the parties hereto agree that this Amendment shall not constitute a novation of the Credit Agreement. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity of the Liens granted by it pursuant to the Security Documents. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment No. 1 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each of the Loan Parties hereby (i) consents to this Amendment, (ii) confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended hereby and (iii) agrees that all security interests granted by it pursuant to any Loan Document shall secure the Credit Agreement as amended by this Amendment.

Section 8. Submission To Jurisdiction; Waivers . Each of the parties hereto hereby irrevocably and unconditionally agrees that Sections 10.09 and 10.10 of the Credit Agreement are incorporated herein mutatis mutandis .

Section 9. Notice of Borrowers of Bail-in of EEA Financial Institutions .
(i) For purposes of this Section 9, the following terms shall have the following meanings:






Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
(ii) Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, the Required Financial Covenant Lenders hereby notify the Borrowers that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, including:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:
(1) a reduction in full or in part or cancellation of any such liability;

(2) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Amendment or any other Loan Document; or






(3) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

The Borrowers hereby acknowledge receipt of the foregoing notice.


[ The remainder of this page is intentionally left blank ]








IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

A.
SCHULMAN, INC., as a Borrower
By: /s/ Timothy J. McDannold         
Name: Timothy J. McDannold    
Title: Vice President & Treasurer
A.
SCHULMAN HOLDINGS S.A.R.L, as a Borrower
By: /s/ Timothy J. McDannold         
Name: Timothy J. McDannold    
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Term Loan A Lender and Revolving Lender
By: /s/ Tracy Martinov         
Name: Tracy Martinov    
Title: Authorized Signatory


















[Amendment No. 1 to A. Schulman Credit Agreement]






BANK OF AMERICA, N.A.,
as a Revolving Lender and Term Loan A Lender
By: /s/ Sara Just         
Name: Sara Just
Title: Vice President















[Amendment No. 1 to A. Schulman Credit Agreement]





BANK OF MONTREAL,
as a Revolving Lender and Term Loan A Lender
By: /s/ Patrick Hartweger         
Name: Patrick Hartweger
Title: Managing Director















[Amendment No. 1 to A. Schulman Credit Agreement]





CITIBANK, N.A,
as a Revolving Lender and Term Loan A Lender
By: /s/ Susan M. Kaminski         
Name: Susan M. Kaminski
Title: Senior Vice President















[Amendment No. 1 to A. Schulman Credit Agreement]





CITIZENS BANK, N.A.,
as a Revolving Lender and Term Loan A Lender
By: /s/ Jonathan Gleit          
Name: Jonathan Gleit
Title: Senior Vice President















[Amendment No. 1 to A. Schulman Credit Agreement]





COMMERZBANK AG, NEW YORK BRANCH
as a Revolving Lender
By: /s/ Marie Duflos         
Name: Marie Duflos
Title: Director

By: /s/ Scott Webster         
Name: Scott Webster
Title: Director













[Amendment No. 1 to A. Schulman Credit Agreement]





COMPASS BANK,
as a Revolving Lender and Term Loan A Lender
By: /s/ Michael Song         
Name: Michael Song
Title: Senior Vice President















[Amendment No. 1 to A. Schulman Credit Agreement]





HSBC BANK USA, N.A.,
as a Revolving Lender
By: /s/ Richard Dalton         
Name: Richard Dalton
Title: Director















[Amendment No. 1 to A. Schulman Credit Agreement]





THE HUNTINGTON NATIONAL BANK,
as a Revolving Lender and Term Loan A Lender
By: /s/ Phil Andreson         
Name: Phil Andreson
Title: Assistant Vice President















[Amendment No. 1 to A. Schulman Credit Agreement]





PNC BANK, NATIONAL ASSOCIATION,
as a Revolving Lender and Term Loan A Lender
By: /s/ Lisa B. Lisi         
Name: Lisa B. Lisi
Title: Senior Vice President















[Amendment No. 1 to A. Schulman Credit Agreement]





TRISTATE CAPITAL BANK,
as a Revolving Lender and Term Loan A Lender
By: /s/ Ellen Frank         
Name: Ellen Frank
Title: Senior Vice President















[Amendment No. 1 to A. Schulman Credit Agreement]




EXHIBIT 99.1
IMAGE0A01.JPG

FOR IMMEDIATE RELEASE

A. Schulman Announces Amendment to Credit Agreement
Timely Covenant Action Provides Company with Additional Financial Flexibility


AKRON, Ohio - October 10, 2017 - A. Schulman, Inc. (Nasdaq: SHLM) announced today that it has successfully completed an amendment to the Company’s credit agreement, providing the Company with additional flexibility in its total net leverage financial covenant, with step-downs reverting to existing levels beginning with the fiscal quarter ended November 30, 2019.

Pursuant to the amendment, the adjustment to the total net leverage covenant applicable to certain of the Company’s lenders is as follows:

Fiscal Quarter Ended
Existing Requirement
New Requirement
November 30, 2017 & February 28, 2018
4.25x
5.00x
May 31, 2018 & August 31, 2018
4.25x
4.75x
November 30, 2018; February 28, 2019; May 31, 2019 & August 31, 2019
4.00x
4.50x
On and after November 30, 2019
4.00x
4.00x

No other changes were requested. Complete information regarding the terms of the amendment can be found on the Company’s Form 8-K filed with the Securities and Exchange Commission today.

“We are pleased to have the continued support of our lenders and appreciate the confidence they maintain in the Company’s future,” said Joseph M. Gingo, chairman, president and chief executive officer. “This timely covenant action provides us with the flexibility we need to continue to invest in our operations, while steadily reducing our debt levels. Since I returned as the Company’s chief executive officer in August 2016, we have systematically reset the business in order to deliver the progressive, long-term shareholder value creation our investors have come to expect from A. Schulman. As a result of those efforts, combined with our additional financial flexibility, I am convinced we are on a recovery path to deliver improving operational and financial performance worldwide.”

About A. Schulman, Inc.
A. Schulman, Inc. is a leading international supplier of high-performance plastic compounds and resins headquartered in Akron, Ohio. Since 1928, the Company has been providing innovative solutions to meet its customers’ demanding requirements. The Company’s customers span a wide range of markets such as packaging, mobility, building & construction, electronics & electrical, agriculture, personal care & hygiene, sports, leisure & home, custom services and others. The Company employs approximately 4,900 people and has 54 manufacturing facilities globally. A. Schulman reported net sales of approximately $2.5 billion for the fiscal year ended August 31, 2016. Additional information about A. Schulman can be found at www.aschulman.com .






Cautionary Statements
A number of the matters discussed in this document that are not historical or current facts deal with potential future circumstances and developments and may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historic or current facts and relate to future events and expectations. Forward-looking statements contain such words as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Forward-looking statements are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which management is unable to predict or control, that may cause actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements, and that could adversely affect the Company’s future financial performance, include, but are not limited to, the following:
 
worldwide and regional economic, business and political conditions, including continuing economic uncertainties in some or all of the Company’s major product markets or countries where the Company has operations;
the effectiveness of the Company’s efforts to improve operating margins through sales growth, price increases, productivity gains, and improved purchasing techniques;
competitive factors, including intense price competition;
fluctuations in the value of currencies in areas where the Company operates;
volatility of prices and availability of the supply of energy and raw materials that are critical to the manufacture of the Company’s products, particularly plastic resins derived from oil and natural gas;
changes in customer demand and requirements;
effectiveness of the Company to achieve the level of cost savings, productivity improvements, growth and other benefits anticipated from acquisitions and the integration thereof, joint ventures and restructuring initiatives;
escalation in the cost of providing employee health care;
uncertainties and unanticipated developments regarding contingencies, such as pending and future litigation and other claims, including developments that would require increases in our costs and/or reserves for such contingencies;
the performance of the global automotive market as well as other markets served;
further adverse changes in economic or industry conditions, including global supply and demand conditions and prices for products;
operating problems with our information systems as a result of system security failures such as viruses, cyber-attacks or other causes;
our current debt position could adversely affect our financial health and prevent us from fulfilling our financial obligations; and
failure of counterparties to perform under the terms and conditions of contractual arrangements, including suppliers, customers, buyers and sellers of a business and other third parties with which the Company contracts.
    
The risks and uncertainties identified above are not the only risks the Company faces. Additional risk factors that could affect the Company’s performance are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2016. In addition, risks and uncertainties not presently known to the Company or that it believes to be immaterial also may adversely affect the Company. Should any known or unknown risks or uncertainties develop into actual events, or underlying assumptions prove inaccurate, these developments could have material adverse effects on the Company’s business, financial condition and results of operations.

# # #
SHLM_ALL

Contact





Jennifer K. Beeman
Vice President, Corporate Communications & Investor Relations
A. Schulman, Inc.
3637 Ridgewood Road
Fairlawn, Ohio 44333
Tel: 330-668-7346
Email: Jennifer.Beeman@aschulman.com
www.aschulman.com