UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15 (d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 27, 2022
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FMC CORPORATION
(Exact name of registrant as specified in its charter)
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| | | | | | | | | | | |
| Delaware | 1-2376 | 94-0479804 |
(State or other jurisdiction of
incorporation) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
| | | |
| 2929 Walnut Street | Philadelphia | Pennsylvania | 19104 |
| (Address of Principal Executive Offices) | | | (Zip Code) |
Registrant’s telephone number, including area code: 215-299-6000
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.10 per share | | FMC | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Emerging growth company | ☐ | | | | | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. | |
| ☐ |
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Term Loan Agreement Amendment
On June 27, 2022, FMC Corporation (the “Company”) entered into Amendment No. 1 (the “Term Loan Amendment”) to that certain Term Loan Agreement, dated as of November 22, 2021, among the Company, Citibank, N.A., as administrative agent, each lender from time to time party thereto, (the “Lenders”) and the other parties thereto (as amended, the “Term Loan Agreement”). Among other things, the Term Loan Amendment amends the maximum permitted indebtedness secured by liens pursuant to receivables transactions in the Term Loan Agreement.
Loans under the Term Loan Agreement will bear interest at a floating rate, which will be (i) a base rate or (ii) Adjusted Term SOFR (defined as the forward-looking SOFR term rate published by CME Group Benchmark Administration Limited plus 0.10% per annum subject to a floor of zero), plus, in each case, an applicable margin, as determined in accordance with the provisions of the Term Loan Agreement. The base rate will be the highest of: (i) the rate of interest announced publicly by Citibank, N.A. in New York, New York from time to time as its “base rate”; (ii) the federal funds rate plus 1/2 of 1.00%; or (iii) Adjusted Term SOFR for a one-month tenor plus 1.00%.
The foregoing description of the Term Loan Amendment does not purport to be complete and is qualified in its entirety by reference to the Term Loan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Some of the Lenders and their affiliates have various relationships with the Company involving the provision of financial services, including cash management, investment banking and trust and leasing services. In addition, the Company has entered into interest rate, foreign exchange and energy derivative arrangements with some of the Lenders and their affiliates.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OF A REGISTRANT
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| | | | | | | | |
| Exhibit Number | | Description |
| 10.1 | | Amendment No. 1, dated as of June 27, 2022, to the Term Loan Agreement, dated as of November 22, 2021, among FMC Corporation, the lenders party thereto, and Citibank, N.A., as administrative agent for such lenders. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| FMC CORPORATION
(Registrant) |
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| By: | /S/ BRIAN J. BLAIR |
| | Brian J. Blair
Vice President and Treasurer |
Date: June 28, 2022
