UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT Pursuant
to
Section 13 or 15(
d
) of the
Securities
Exchange Act of 1934
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Date of report (Date of earliest event reported)
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November 14, 2018
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Hudson
Technologies, Inc.
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(Exact Name of Registrant as Specified in Charter)
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New York
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(State or Other Jurisdiction of Incorporation)
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1-13412
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13-3641539
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(Commission File Number)
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(IRS Employer Identification No.)
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PO Box
1541, 1 Blue Hill Plaza, Pearl River, New York
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10965
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(Address of Principal Executive Offices)
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(Zip Code)
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(845)
735-6000
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(Registrant's Telephone Number, Including Area Code)
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check
mark whether the registrant is an emerging growth company 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).
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 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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On November 14, 2018, Hudson Technologies
Company (“HTC”), an indirect subsidiary of Hudson Technologies, Inc. (the “Company”), and HTC’s affiliates
Hudson Holdings, Inc. and Aspen Refrigerants, Inc. (formerly known as Airgas-Refrigerants, Inc.), as borrowers (collectively, the
“Borrowers”), and the Company as a guarantor, entered into an Extension Letter (the “Second Extension Letter”)
with U.S. Bank National Association, as collateral agent and administrative agent, and the various lenders thereunder (the “Lenders”).
As previously reported, on August 14, 2018,
the Borrowers, and the Company as a guarantor, entered into a Waiver and Second Amendment to Term Loan Credit and Security Agreement
(the “Second Amendment”) with U.S. Bank National Association, as collateral agent and administrative agent, and the
various lenders thereunder. The Second Amendment superseded interim waivers and amended the Term Loan Credit and Security Agreement
dated October 10, 2017 (the “Term Loan Agreement”) to waive compliance with the existing total leverage ratio financial
covenant at June 30, 2018, as previously amended. The Second Amendment also provided that on October 15, 2018, the Company and
the Borrowers were required to provide a certificate setting forth the total leverage ratio as of the four fiscal quarter period
ending September 30, 2018 and the failure to maintain, as of the end of such four fiscal quarter period, the total leverage ratio
required under the Term Loan Agreement, or deliver the aforementioned certificate would, in each case, constitute an immediate
event of default under the Term Loan Agreement. On October 15, 2018, the Borrowers, the Company and the Lenders entered into an
Extension Letter which extended the delivery deadline of the above referenced compliance certificate to November 14, 2018. The
Second Extension Letter further extends the delivery deadline of the above referenced compliance certificate to November 21, 2018.
The description of the Second Extension
Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Extension Letter
which is filed as Exhibit 10.1 to this Report.
The Company issued a press release with
respect to the foregoing matters, a copy of which is filed as Exhibit 99.1 to this Report.
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Item 9.01
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Financial Statements and Exhibits
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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.
Date: November 15, 2018
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HUDSON TECHNOLOGIES, INC.
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By:
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/s/ Stephen P. Mandracchia
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Name: Stephen P. Mandracchia
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Title: Vice President Legal & Regulatory
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Exhibit 10.1
November 14, 2018
Hudson Technologies Company
14
th
Floor
One Blue Hill Plaza
P.O. Box 1541
Pearl River, New York
10965
Attention: Brian F. Coleman,
President, COO
Extension Letter
We refer to that certain
Term Loan Credit and Security Agreement, dated as of October 10, 2017 (as amended by that Limited Waiver and First Amendment thereto,
dated as of June 29, 2018, that certain Waiver and Second Amendment thereto, dated as of August 14, 2018 (as amended, the “
Second
Amendment
”), and as may be further amended, restated, supplemented or otherwise modified from time to time, the “
Credit
Agreement
”), by and among
Hudson Technologies Company
, a Tennessee
corporation (“
Hudson Technologies
”),
HUDSON HOLDINGS, INC.
, a Nevada corporation (“
Holdings
”),
and
ASPEN REFRIGERANTS, INC.
(formerly known as
AIRGAS-REFRIGERANTS, INC.
), a Delaware corporation (“
ARI
”
and together with Hudson Technologies, and Holdings, collectively, the “
Borrowers
”, and each a “
Borrower
”),
the other Credit Parties hereto, the financial institutions party thereto as lenders (the “
Lenders
”), and
U.S.
BANK NATIONAL ASSOCIATION
, a national banking association, as collateral agent and administrative agent for the Lenders (in
such capacities, the “
Agent
”). Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement or the Second Amendment, as applicable.
Borrowers, Agent and
Lenders hereby agree as follows:
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1.)
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The date set forth in Section 1.1 of the Second Amendment for delivery of a certificate setting
forth in reasonable detail (with accompanying calculations) the Total Leverage Ratio as of the four fiscal quarter period ending
September 30, 2018 shall be extended to November 21, 2018. Accordingly, effective as of the date hereof, Borrowers, Agent, and
Lenders agree that the text “November 14, 2018” in Section 1.1 of the Second Amendment is hereby replaced with the
text “November 21, 2018”. The period from the date hereof through and including November 21, 2018 is referred to as
the “
Extension Period
”.
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2.)
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The description of 10-Q reports set forth in Section 1.2 of the Second Amendment shall be amended
to include the 10-Q report of Hudson Technologies filed for the fiscal quarter ended September 30, 2018. Accordingly, effective
as of the date hereof, Borrowers, Agent, and Lenders agree that the text “10-Q report of HT filed for the fiscal quarter
ended June 30, 2018” in Section 1.2 of the Second Amendment is hereby replaced with the text “10-Q reports of HT filed
for the fiscal quarters ended June 30, 2018 and September 30, 2018”.
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3.)
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Notwithstanding anything to the contrary in the Credit Agreement, the Second Amendment or any Other
Document, the Borrowers shall be permitted to make voluntary prepayments of the Loans during the Extension Period, and no Prepayment
Premium or Make-Whole Amount shall be due and payable in connection with any such voluntary prepayment.
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Except as expressly
provided herein, the Credit Agreement and each Other Document shall continue in full force and effect, and this letter agreement
shall not be deemed to be a waiver or amendment of any other provision of the Credit Agreement or any Other Document. Without limiting
the foregoing, the Administrative Agent and the Lenders expressly reserve all of their rights, powers, privileges and remedies
under the Credit Agreement, the Other Documents and applicable law. This letter agreement shall constitute an Other Document under
the terms of the Credit Agreement. The governing law, jurisdiction, service of process and waiver of jury trial provisions set
forth in Sections 14.1 and 11.8 of the Credit Agreement are hereby incorporated by reference,
mutatis mutandis.
This letter
agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The
Credit Agreement (as modified by this letter agreement) and the Other Documents embody the entire agreement among the parties hereto
and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof. This letter
agreement may be executed and delivered via facsimile or email (in .pdf format) transmission with the same force and effect as
if an original were executed, and may be executed in original counterparts each of which counterpart shall be deemed an original
document but all of which counterparts together shall constitute one and the same agreement.
By their execution
hereof, Lenders hereby instruct and direct Agent to execute this letter agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Very truly yours,
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AGENT
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U.S. BANK NATIONAL ASSOCIATION,
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as Agent
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By:
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/s/ Lisa Dowd
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Name:
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Lisa Dowd
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Title:
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Vice President
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cc:
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McDermott Will & Emery LLP
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340 Madison Avenue
New York, NY 10173
Attention: Timothy
W. Walsh, Esq.
Signature Page to Extension Letter – Hudson Technologies
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LENDERS
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FS INVESTMENT CORPORATION
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By:
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/s/ Philip S. Davidson
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Name:
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Philip S. Davidson
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Title:
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Authorized Signatory
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GREEN CREEK LLC
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By:
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/s/ Philip S. Davidson
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Name:
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Philip S. Davidson
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Title:
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Authorized Signatory
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JUNIATA RIVER LLC
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By:
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/s/ Philip S. Davidson
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Name:
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Philip S. Davidson
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Title:
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Authorized Signatory
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JEFFERSON SQUARE
FUNDING LLC
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By:
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/s/ Philip S. Davidson
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Name:
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Philip S. Davidson
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Title:
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Authorized Signatory
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FS INVESTMENT CORPORATION
IV
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By:
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/s/ Philip S. Davidson
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Name:
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Philip S. Davidson
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Title:
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Authorized Signatory
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Signature Page to Extension Letter – Hudson Technologies
Acknowledged and agreed:
BORROWERS
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HUDSON TECHNOLOGIES COMPANY
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By:
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/s/ Brian F. Coleman
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Name:
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Brian F. Coleman
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Title:
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President
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HUDSON HOLDINGS, INC.
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By:
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/s/ Brian F. Coleman
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Name:
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Brian F. Coleman
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Title:
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President
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ASPEN REFRIGERANTS, INC.
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By:
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/s/ Brian F. Coleman
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Name:
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Brian F. Coleman
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Title:
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President
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GUARANTOR
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HUDSON TECHNOLOGIES, INC.
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By:
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/s/ Brian F. Coleman
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Name:
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Brian F. Coleman
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Title:
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President
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Signature Page to Extension Letter – Hudson Technologies
Exhibit 99.1
HUDSON TECHNOLOGIES
ENTERS INTO EXTENSION LETTER RELATED TO INTERIM WAIVER AND SECOND AMENDMENT TO ITS TERM LOAN CREDIT AND SECURITY AGREEMENT
PEARL RIVER,
NY – November 14, 2018 –
Hudson Technologies, Inc. (NASDAQ: HDSN) today announced that it has entered into an
additional Extension Letter related to its interim Waiver and Second Amendment to its Term Loan Credit and Security Agreement.
The Extension Letter extends to November 21, 2018 the delivery deadline for the Company to provide the Term Loan Lenders with
a certificate setting forth the total leverage ratio as of the four fiscal quarter period ended September 30, 2018.
Additional
details regarding the Extension Letter can be found in the Form 8-K to be filed with the Securities and Exchange Commission.
About Hudson Technologies
Hudson
Technologies, Inc. is a leading provider of innovative and sustainable solutions for optimizing performance and enhancing reliability
of commercial and industrial chiller plants and refrigeration systems. Hudson's proprietary RefrigerantSide
®
Services
increase operating efficiency, provide energy and cost savings, reduce greenhouse gas emissions and the plant’s carbon footprint
while enhancing system life and reliability of operations at the same time. RefrigerantSide
®
Services can be performed
at a customer's site as an integral part of an effective scheduled maintenance program or in response to emergencies. Hudson also
offers SMARTenergy OPS
®
, which is a cloud-based Managed Software as a Service for continuous monitoring, Fault
Detection and Diagnostics and real-time optimization of chilled water plants. In addition, the Company sells refrigerants and
provides traditional reclamation services for commercial and industrial air conditioning and refrigeration uses. For further information
on Hudson, please visit the Company's web site at www.hudsontech.com.
Safe Harbor Statement under the
Private Securities Litigation Reform Act of 1995
Statements
contained herein which are not historical facts constitute forward-looking statements. Such forward-looking statements involve
a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements
of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements. Such factors include, but are not limited to, changes in the laws and regulations affecting the industry, changes
in the markets for refrigerants (including unfavorable market conditions adversely affecting the demand for, and the price of,
refrigerants), the Company's ability to source refrigerants, regulatory and economic factors, seasonality, competition, litigation,
the nature of supplier or customer arrangements which become available to the Company in the future, adverse weather conditions,
possible technological obsolescence of existing products and services, possible reduction in the carrying value of long-lived
assets, estimates of the useful life of its assets, potential environmental liability, customer concentration, the ability to
obtain financing, risks
associated with the Company
’
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joint ventures which include the ability of the parties to perform their obligations under the joint venture agreements, any delays
or interruptions in bringing products and services to market, the timely availability of any requisite permits and authorizations
from governmental entities and third parties as well as factors relating to doing business outside the United States, including
changes in the laws, regulations, policies, and political, financial and economic conditions, including inflation, interest and
currency exchange rates, of countries in which the joint ventures may seek to conduct business, the Company
’
s
ability to successfully integrate ASPEN Refrigerants, Inc, (formerly Airgas-Refrigerants, Inc.) and any other assets it acquires
from third parties into its operations,
and other risks detailed in the Company's periodic reports filed with the Securities
and Exchange Commission. The words "believe", "expect", "anticipate", "may", "plan",
"should" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date the statement was made.
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Investor
Relations Contact:
John Nesbett/Jennifer Belodeau
IMS Investor Relations
(203) 972-9200
jnesbett@institutionalms.com
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Company Contact:
Brian F. Coleman, President & COO
Hudson Technologies, Inc.
(845) 735-6000
bcoleman@hudsontech.com
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