Item 1.01 Entry into a Material Definitive Agreement.
As described in Item 2.03 below, on April 12, 2019, Ingredion Incorporated (the “Company”) amended and restated the Term Loan Credit Agreement, dated as of August 18, 2017 (the “Term Loan Credit Agreement”), among the Company, the lenders signatory thereto, Bank of America, N.A., as Administrative Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Bookrunner and Sole Lead Arranger (as amended and restated, the “Amended Term Loan Credit Agreement”). The disclosure in Item 2.03 below is incorporated into this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant.
The Amended Term Loan Credit Agreement establishes a 24-month senior unsecured term loan credit facility in an amount of up to $500 million. The indebtedness outstanding under the Term Loan Credit Agreement as of April 12, 2019, in the aggregate outstanding principal amount of $165 million, will continue as indebtedness under the Amended Term Loan Credit Agreement. Borrowings under the Amended Term Loan Credit Agreement are to be used for general corporate purposes.
All borrowings under the Amended Term Loan Credit Agreement will bear interest at a variable annual rate based on LIBOR or a base rate, at the Company’s election, subject to the terms and conditions thereof, plus, in each case, an applicable margin. The Company is required to pay a fee on the unused availability under the Amended Term Loan Credit Agreement.
The Amended Term Loan Credit Agreement contains customary representations, warranties, covenants and events of default for facilities of its type, including restrictions on the incurrence of liens, the incurrence of indebtedness by the Company’s subsidiaries and certain fundamental changes involving the Company and its subsidiaries, subject to certain exceptions in each case. The Company must also maintain a specified consolidated leverage ratio and consolidated interest coverage ratio. The occurrence of an event of default under the Amended Term Loan Credit Agreement could result in all loans and other obligations being declared due and payable and the term loan credit facility being terminated.
The foregoing description of the Amended Term Loan Credit Agreement is qualified in its entirety by reference to the complete terms and conditions of the Amended Term Loan Credit Agreement, a copy of which is filed herewith as Exhibit 4.10 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is being filed as part of this report:
| | |
Exhibit
Number | | Description |
| |
| 4.10 | | Amended and Restated Term Loan Credit Agreement dated as of April 12, 2019, among Ingredion Incorporated, the lenders signatory thereto, Bank of America, N.A., as Administrative Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Bookrunner and Sole Lead Arranger |
