| ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On June 23, 2022 (the “Closing Date”), Ingevity Corporation (the “Company”), Ingevity Holdings SRL (“Holdings”), Ingevity UK Ltd (the “UK Borrower”), the other loan parties party thereto, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), collateral agent and swingline lender, entered into that certain Amendment and Restatement Agreement (the “Amendment”), which amends and restates the Credit Agreement, dated as of March 7, 2016 (as amended, supplemented or otherwise modified prior to the date hereof, including pursuant to the Incremental Facility Agreement and Amendment No. 1, dated as of August 21, 2017, the Incremental Facility Agreement and Amendment No. 2, dated as of August 7, 2018, Amendment No. 3, dated as of March 7, 2019 and the Incremental Facility Agreement, Amendment No. 4, dated as of March 7, 2019, and Amendment No. 5, dated as of October 28, 2020, the “Existing Credit Agreement,” and as amended and restated by the Amendment, the “Amended and Restated Credit Agreement”), by and among the Company, Holdings, the lenders from time to time party thereto and the Administrative Agent.
The Amendment amends and restates the Existing Credit Agreement to, among other things, (a) extend the maturity date of the Company’s revolving credit facility to the date that is five years after the Closing Date and increase the aggregate amount of the commitments thereunder from $500 million to $1 billion, (b) add the UK Borrower as a borrower under the revolving credit facility, (c) modify certain leverage ratio tests and thresholds and (d) effect certain other amendments. Borrowings under the revolving credit facility bear interest at a rate per annum equal to, at the Company’s option, either (a) the applicable term benchmark rate, subject to a 0.00% floor, or (b) a base rate, in each case, plus an applicable margin of 1.00% to 1.75% for term benchmark loans and 0.00% to 0.75% for base rate loans. The Amended and Restated Credit Agreement contains certain customary affirmative and negative covenants, representations and warranties and events of default (subject in certain cases to customary grace and cure periods).
On the Closing Date, the Company repaid all of its outstanding revolving loans in an aggregate principal amount of $256 million and prepaid all of the Company’s outstanding Initial Term Loans (as defined in the Existing Credit Agreement) in an aggregate principal amount of $323 million.
The foregoing summary of the Amendment does not purport to be complete and is subject to, qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is 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 in Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. | | Description |
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| 10.1 | | Amendment and Restatement Agreement, dated as of June 23, 2022, among Ingevity Corporation, Ingevity Holdings SRL, Ingevity UK Ltd, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as the administrative agent, and the lenders party thereto |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
