INFORMATION CONTAINED IN THIS FORM6-K REPORT
Q1 2020 Earnings Results
Attached hereto as Exhibit 99.1 is a copy of the press release of Constellium SE (the “Company”), dated April 29, 2019, announcing its financial results for the first quarter ended March 31, 2020.
Attached hereto as Exhibit 99.2 is a copy of a presentation of the Company, dated April 29, 2020, summarizing its financial results for the first quarter ended March 31, 2020.
Amendment No. 2 toPan-US ABL
On April 24, 2020, Constellium Rolled Products Ravenswood, LLC, Constellium Muscle Shoals LLC, and Constellium Bowling Green LLC (the “Borrowers”) entered into an Amendment No. 2 (“Amendment No. 2”) to their existing asset-based revolving credit facility (the“Pan-US ABL Facility”, and now as amended by Amendment No. 2, the “AmendedPan-US ABL Facility”), with the lenders from time to time party thereto and Wells Fargo Bank, National Association as administrative agent (the “Administrative Agent”) and collateral agent. Amendment No. 2, establishes a new fully-committed delayed draw term loan facility (the “Delayed Draw Term Loans”) that allows the Borrowers to borrow an aggregate amount up to the lesser of $166.25 million and 50% of the net orderly liquidation value of eligible equipment, in up to three separate draws at any time until November 1, 2020 (the “Term Loan Commitment Expiration Date”). The proceeds of the Delayed Draw Term Loans will be used for general corporate purposes. The Delayed Draw Term Loans (if drawn) will mature no earlier than June 21, 2022.
Interest payable on any drawn Delayed Draw Term Loans will be calculated, at the applicable Borrower’s election, based on either the LIBOR or base rate (as calculated by the Administrative Agent in accordance with the AmendedPan-US ABL Facility), plus a margin equal to 4.00% per annum in the case of LIBOR loans and 3.00% in the case of base rate loans. The Delayed Draw Term Loans will be subject to quarterly amortization payments of principal (calculated on the basis of a seven year assumed life) commencing after the Term Loan Commitment Expiration Date. The Delayed Draw Term Loans will be subject to substantially the same covenants as thePan-US ABL Facility.
Amendment No. 2 also modified the interest rate that applies to any revolving loans under the Amended Facility to, at the applicable Borrower’s election, LIBOR plus a margin of1.75%-2.25% or base rate plus a margin of0.75%-1.25% (determined based on (i) a net leverage ratio until the Term Loan Commitment Expiration Date and the prepayment of outstanding Delayed Draw Term Loans and (ii) average quarterly excess availability thereafter). Until the Term Loan Commitment Expiration Date, the applicable margins for LIBOR and base rate loans will be 2.25% and 1.25%, respectively.
Borrowings under the Delayed Draw Term Loans may be repaid from time to time without premium or penalty, subject to customary “breakage” costs with respect to LIBOR loans and certain excess availability conditions.
COVID-19 Supplemental Risk Factor
In response to the global novel coronavirus(COVID-19) pandemic, we are supplementing the risk factors included in our Annual Report on Form20-F filed with the Securities & Exchange Commission on March 9, 2020, to include the following risk factor related to our business:
Widespread public health pandemics, includingCOVID-19, could materially adversely affect our business, financial condition and results of operations.
Any public health pandemics and other disease outbreaks in countries where we, our customers or our suppliers operate could have a material and adverse effect on our business, financial conditions and results of operations. The recent novel strain ofCOVID-19 has affected our operations globally. As a result of this pandemic and resulting disruption in our customers’ production and operations, our sales have been negatively affected, which has adversely impacted our revenues and operating margins. As our customers have reduced, temporarily suspended or delayed production, we have adjusted operating levels at the relevant manufacturing sites and have implemented temporary workforce reductions and other cost cutting measures. We cannot predict when these manufacturing sites will resume normal operations, any conditions that may be implemented to facilitate a return to normal operations, and the effects and costs associated with any such conditions. Our operating results and financial condition may also be materially adversely affected by laws, regulations, orders or other governmental or regulatory actions addressing the currentCOVID-19 pandemic that place restrictions on, or require us to make changes to, our operations.
