Item 1.01 Entry into a Material Definitive Agreement.
Indenture
On March 31, 2015, Huntsman International LLC (“HI”), a wholly-owned subsidiary of Huntsman Corporation, issued €300,000,000 in aggregate principal amount of its 4.25% Senior Notes due 2025 (the “Notes”), pursuant to an indenture entered into on March 31, 2015 (the “Indenture”), by and among HI, the guarantors named therein (the “Guarantors”), Citibank, N.A., London Branch, as paying agent, transfer agent, registrar and authenticating agent, and Wilmington Trust, National Association, a national banking association, as trustee. The Notes were sold pursuant to a Purchase Agreement by and among HI, the Guarantors and the initial purchasers party thereto (the “Initial Purchasers”). HI intends to use the net proceeds of the offering to redeem a portion of its 8.625% Senior Subordinated Notes due 2021 and to pay associated accrued interest.
The Notes are general unsecured senior obligations of HI and are guaranteed on a general unsecured senior basis by the Guarantors. The Notes were issued in a transaction exempt from the registration requirements of the Securities Act of 1933.
The Indenture imposes certain limitations on the ability of HI and its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of non-guarantor subsidiaries, enter into sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of its properties and assets.
The Notes bear interest at the rate of 4.25% per year payable semi-annually on April 1 and October 1 of each year, beginning on October 1, 2015. The Notes will mature on April 1, 2025. HI may redeem the Notes in whole or in part at any time prior to January 1, 2025 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued and unpaid interest and special interest, if any. HI may redeem the Notes in whole or in part on or after January 1, 2025 at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest and special interest, if any.
Upon the occurrence of certain change of control events, holders of the Notes will have the right to require that HI purchase all or a portion of such holder’s Notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest and special interest, if any, to the date of repurchase.
The foregoing does not constitute a complete summary of the terms of the Indenture. The description of the terms of the Indenture is qualified in its entirety by reference to such agreement, which is filed herewith as Exhibit 4.1.
Registration Rights Agreement
In connection with the issuance of the Notes, HI, the Guarantors and the Initial Purchasers entered into an Exchange and Registration Rights Agreement (the “Registration Rights Agreement”). HI and the Guarantors have agreed pursuant to the Registration Rights Agreement to use their reasonable best efforts to file and cause an exchange offer registration statement to become effective no later than June 2, 2016 and to conduct an exchange offer within 45 days of such effective date to exchange the Notes for new registered notes that are substantially identical in all material respects, except that the new notes will not contain terms with respect to transfer restrictions or special interest payments. Such exchange offer will be held open for at least 20 business days. If HI and the Guarantors fail to consummate this exchange offer, they have agreed to use their reasonable best efforts to cause a shelf registration statement registering resales of the Notes to become effective and to remain effective until the earlier of 24 months following the effective date or such time as the notes are no longer required to be registered pursuant to the Registration Rights Agreement.
The foregoing does not constitute a complete summary of the terms of the Registration Rights Agreement. The description of the terms of the Registration Rights Agreement is qualified in its entirety by reference to such agreement, the form of which is filed herewith as Exhibit 10.1.
Amendment to U.S. Accounts Receivable Securitization Program
On March 30, 2015, HI entered into a Master Amendment No. 4 to the U.S. Receivables Loan Agreement, U.S. Servicing Agreement and Transaction Documents and Waiver, dated as of March 30, 2015 (the “Amendment”), among, inter alia, HI, as originator and as contributor to Huntsman Receivables Finance II LLC, a Delaware special purpose entity (“HRF II”), certain affiliates of HI, as originators, HRF II, Vantico Group S.à r.l., as the master servicer, PNC Bank, National Association, as administrative agent, and the other financial institutions party thereto.
The Amendment, among other things, extends the scheduled commitment termination date of the loan facility to March 30, 2018, reduces the facility applicable margin rate and makes certain other amendments to HI’s existing U.S. accounts receivable securitization program.
The foregoing does not constitute a complete summary of the terms of the Amendment. The description of the terms of the Amendment is qualified in its entirety by reference to such agreement, attached hereto as Exhibit 10.2 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 with respect to the Indenture is incorporated by reference into this Item 2.03.
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