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| ROC > SEC Filings for ROC > Form 8-K on 17-Jun-2009 | All Recent SEC Filings |
17-Jun-2009
Entry into a Material Definitive Agreement, Creation of a Direct Financia
On June 15, 2009, Rockwood Specialties Group, Inc. (the "Company"), a subsidiary of Rockwood Holdings, Inc., entered into the Amended and Restated Credit Agreement, dated as of June 15, 2009 (the "Restated Credit Agreement"), among the Company, as U.S. Borrower, Rockwood Specialties Limited, as UK Borrower, Rockwood Specialties International, Inc., as Guarantor, the lenders party thereto, Credit Suisse, as Administrative Agent and as Collateral Agent, and UBS Securities LLC and Goldman Sachs Credit Partners L.P., as Co-Syndication Agents. The Restated Credit Agreement amends and restates in its entirety the Company's existing credit agreement, dated as of July 30, 2004 (the "Existing Credit Agreement").
The Restated Credit Amendment extends the maturity of certain term loans by providing for (i) approximately $939.9 million of new tranche H terms loans with a maturity date of May 15, 2014, the aggregate amount of which is deemed to convert a like amount of outstanding principal of existing tranche E term loans (that had a maturity date of July 30, 2012) under the Existing Credit Agreement and (ii) approximately €195.6 million of new tranche I terms loans with a maturity date of May 15, 2014, the aggregate amount of which is deemed to convert a like amount of outstanding principal of existing tranche G term loans (that had a maturity date of July 30, 2012) under the Existing Credit Agreement. The Restated Credit Agreement also provides for an extension of the maturity of its revolving loans from July 30, 2010 to July 30, 2012, although the exact amount of commitments to be extended will not be known for several weeks following the effectiveness of the Restated Credit Agreement.
The Restated Credit Agreement also provides for a "LIBOR floor" of 2.00% applicable to all facilities subject to pricing based on adjusted LIBOR and it replaces grid-based performance pricing with the following applicable margins above adjusted LIBOR: applicable margin for Tranches A-1 and A-2 of 3.00%; Tranche E of 2.75%; Tranche G of 3.00%; Tranche H of 4.25%; and Tranche I of 4.50%, in each case per annum, each with a .25% reduction for maintaining a designated credit rating.
In addition, the Restated Credit Agreement replaces the consolidated total debt to consolidated adjusted EBITDA ratio covenant with a senior secured debt to consolidated adjusted EBITDA ratio such that the Company may not permit its senior secured debt ratio to exceed (x) 4.40 to 1.00 on the last day of any fiscal quarter through and including March 31, 2010, (y) 4.25 to 1.00 on the last day of any fiscal quarter thereafter through and including September 30, 2010, and (z) 4.00 to 1.00 on the last day of any fiscal quarter thereafter. The Restated Credit Agreement also resets the asset sales basket and increases the available amount basket that applies to certain investment, debt and capital expenditure negative covenants and certain other baskets.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Credit Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
(d) Exhibits.
10.1 Amended and Restated Credit Agreement, dated as of June 15, 2009, among Rockwood Specialties Group, Inc., Rockwood Specialties Limited, Rockwood Specialties International, Inc., the lenders party thereto, Credit Suisse, acting through its Cayman Islands Branch, as Administrative Agent and Collateral Agent, and UBS Securities LLC and Goldman Sachs Credit Partners L.P., as Co-Syndication Agents.
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