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):  07/31/2014
 
INNOSPEC INC.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  1-13879
 
Delaware
  
98-0181725
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
8310 South Valley Highway, Suite 350, Englewood, CO 80112
(Address of principal executive offices, including zip code)
 
303-792-5554
(Registrant’s telephone number, including area code)
 
8375 South Willow Street
Littleton
CO 80124
(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:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 1.01.    Entry into a Material Definitive Agreement
 
On July 31, 2014, Innospec Inc. (the "Company") extended its existing credit facility from USD 180,000,000 to USD 200,000,000 by the addition of U.S. Bank N.A., ("U.S. Bank") as a new lender to its existing banking group. A copy of the increase confirmation from U.S. Bank. is attached as Exhibit 10.1 to this report on Form 8-K. A copy of the press release announcing the extension of the credit facility is attached as Exhibit 99.1 to this report on Form 8-K.
The addition of such a new lender and an increase in the credit amount was provided for in a Supplemental Agreement entered into on August 28, 2013 between the Company and certain subsidiaries of the Company with various lenders (the "Agreement"), a copy of which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 29, 2014. The Agreement amended the Company's Credit Agreement (as amended by the Agreement, the "Amended Credit Agreement") dated 14 December 2011. Amongst other things, the Amended Credit Agreement increased the total commitment to USD 150,000,000 and allowed the Company to request an additional amount of up to $50,000,000 to be committed by the existing lenders or by a new lender.    In the fourth quarter of 2013, the existing lenders committed to USD 30,000,000 of such increased amount.
Accordingly, with effect from July 31, 2014 U.S. Bank was added as Accordion Lender (as defined in the Amended Credit Agreement) and became party to the relevant Finance Documents as a Lender. U.S. Bank has committed to lend the sum of USD 20,000,000 pursuant to the terms of the Agreement, representing the final additional commitment amount contemplated by the 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.
 
           
INNOSPEC INC.
 
 
Date: July 31, 2014
     
By:
 
/s/    David E. Williams
               
David E. Williams
               
General Counsel, CCO and Corporate Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-10.1
  
Increase Confirmation from U.S Bank N.A.
EX-99.1
  
Press release dated July 31, 2014 entitled "Innospec Expands Credit Facility to USD 200 Million"
    CONFORMED COPY  
    INCREASE CONFIRMATION  
 
To:     Lloyds Bank Plc as Agent  
From:     U.S. Bank N.A. (the Accordion Lender )  
Dated:     31 July, 2014  

Dear Sirs

Innospec Inc. – U.S.$150,000,000 Facility Agreement originally dated 14 December 2011 (as subsequently amended and restated) (the Facility Agreement)

1.       We refer to the Facility Agreement. This is an Increase Confirmation. Terms Defined in the Facility Agreement have the same meaning in this Increase Confirmation unless given a different meaning in this Increase Confirmation.
 
2.       We refer to Clause 2.5 (Voluntary Increase) of the Facility Agreement.
 
3.       The Accordion Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the Relevant Commitment) as if it was an Original Lender under the Facility Agreement.
 
4.       The proposed date on which the Relevant Commitment is to take effect (the Increase Date) is June 31, 2014.
 
5.       On the Increase Date, the Accordion Lender becomes party to the relevant Finance Documents as a Lender.
 
6.       The Facility Office and address, fax number and attention details for notices to the Accordion Lender for the purposes of Clause 31 (Notices) are set out in the Schedule.
 
7.       The Accordion Lender expressly acknowledges the limitations on the Lenders’ obligations referred to in paragraph (h) of Clause 2.5 (Voluntary increase).
 
8.       This Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Increase Confirmation.
 
9.       This Increase Confirmation and any non-contractual obligations arising out of or in connection with it are governed by English law.
 
10.       This Increase Confirmation has been entered into on the date stated at the beginning of this Increase Confirmation.
 

THE SCHEDULE

Relevant Commitment/rights and obligations to be assumed by the Accordion Lender

Commitment: U.S. Bank N.A. - $20,000,000

Note: contact details and accounts numbers remove for conformed copy

Facility office address:

Fax number:

Attention details for notices:
Contact name-
Contact Phone Number –
Email –

Account details for payments:

GREG BLANCHARD

Accordion Lender
By: Greg Blanchard
Vice President
U.S. Bank N.A.

This Facility Agreement is accepted as an Increase Confirmation for the purposes of the Facility Agreement by the Agent.

The Increase Date is confirmed as 31 July 2014.

…IAIN G. BROWN
Agent
By: IAIN G. BROWN

PRESS RELEASE

INNOSPEC EXPANDS CREDIT FACILITY TO USD 200 MILLION

Welcomes U.S. Bancorp (“U.S. Bank”) to Core Banking Group

Englewood, Co. July 31, 2014 Innospec Inc. (NASDAQ: IOSP) today announced that it has added a new bank to its existing credit facilities agreement and increased its borrowing capacity under the facilities to USD 200 million.

U.S. Bank has joined the existing banking group supporting Innospec, and is providing an additional USD 20 million of facilities. The Royal Bank of Scotland plc., Yorkshire Bank, Lloyds Bank Commercial Banking, Barclays Bank, Wells Fargo and Credit Suisse remain with their same original commitments. In total, the facilities now consist of a USD 200 million revolving credit facility with an unchanged final maturity date of December 2016. As of March 31, 2014, Innospec’s borrowings outstanding under the agreement totaled USD 134.0 million. Including cash and cash equivalents, the company’s overall net debt was USD 43.7 million.

“This is another positive step in the development of Innospec,” said Patrick S. Williams, President and Chief Executive Officer. “The expansion of our banking relationships and increased borrowing capacity enhances our flexibility to fund organic growth as well as future strategic acquisitions in our chosen markets. U.S. Bank is well known to us and we are delighted to welcome them into our core banking group.”

About Innospec Inc.

Innospec Inc. is an international specialty chemicals company with approximately 1100 employees in 20 countries. Innospec manufactures and supplies a wide range of specialty chemicals to markets in the Americas, Europe, the Middle East, Africa and Asia-Pacific. The Fuel Specialties business specializes in manufacturing and supplying the fuel additives that help improve fuel efficiency, boost engine performance and reduce harmful emissions. This business also contains Oilfield Specialties which provides specialty chemicals for oil and gas drilling and production operations. Innospec's Performance Chemicals business provides effective technology-based solutions for our customers’ processes or products focused in the Personal Care; Polymers; and Fragrance Ingredients markets. Innospec's Octane Additives business is the world's only producer of tetra ethyl lead.

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Contacts:

Brian Watt
Innospec Inc.
00 44-151-356-6241
Brian.Watt@innospecinc.com

Robert D. Ferris
RF|Binder Partners
00 1-212-994-7505
Robert.Ferris@RFBinder.com

Dan Scorpio
RF|Binder Partners
00 1-212-994-7609
Dan.Scorpio@RFBinder.com