UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 26, 2020 (June 26, 2020)
Harsco Corporation
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 001-03970 | | 23-1483991 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
350 Poplar Church Road, Camp Hill, Pennsylvania | | 17011 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (717) 763-7064
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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(s) | | Name of each exchange on which registered |
Common stock, par value $1.25 per share | | HSC | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company 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).
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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement |
Amendment No. 6 to Third Amended and Restated Credit Agreement
On June 26, 2020, Harsco Corporation (the “Company”) entered into Amendment No. 6 (“Amendment No. 6”) to the Third Amended and Restated Credit Agreement, dated as of November 2, 2016 (as the same has been amended, supplemented or otherwise modified prior to June 26, 2020, and as further amended by Amendment No. 6, the “Senior Secured Credit Facility”), with Citibank, N.A., as administrative agent and as collateral agent, the lenders party thereto, and the other parties thereto. Amendment No. 6 increases the levels set forth in the total leverage ratio covenant beginning on June 26, 2020 and ending ending December 31, 2021 or such earlier date as the Company may elect. During this time, (i) certain of the exceptions to the negative covenants will be suspended and (ii) if the total net leverage ratio exceeds or is equal to 4.50:1.00, the term loan A and the revolving loans will bear interest at a rate per annum of 250 basis points over LIBOR and 150 basis points over the base rate, as may be elected by the Company, instead of 225 basis points.
The foregoing description of Amendment No. 6 is qualified in its entirety by reference to the actual terms of the agreement. A copy of Amendment No. 6 is attached as Exhibit 10.1 hereto, and is incorporated by reference herein.
Certain of the agents and lenders providing funding or other services under the Senior Secured Credit Facility, as well as certain of their affiliates, have, from time to time, provided various financial advisory, commercial and investment banking services to the Company and/or its affiliates for which they have received customary fees and commissions.
On June 26, 2020, the Company issued a press release announcing the entry into Amendment No. 6 to the Company’s Senior Secured Credit Facility. A copy of the press release is being furnished herewith as Exhibit 99.1.
The information is being furnished in this report and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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 hereunto duly authorized.
| | | | | | |
| | | | HARSCO CORPORATION |
| | | | | | | |
Date: June 26, 2020 | | | | | | |
| | | | | | | |
| | | | | | /s/ Russell C. Hochman |
| | | | Name: | | Russell C. Hochman |
| | | | Title: | | Senior Vice President and General Counsel, Chief Compliance Officer & Corporate Secretary |
