UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
March 26, 2020
EASTMAN CHEMICAL COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | | 1-12626 | | 62-1539359 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | | | |
| | | | | | | | |
| 200 South Wilcox Drive | | |
| Kingsport | Tennessee | 37662 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(423) 229-2000
(Registrant’s Telephone Number, Including Area Code)
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:
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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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | EMN | | New York Stock Exchange |
| 1.50% Notes Due 2023 | | EMN23 | | New York Stock Exchange |
| 1.875% Notes Due 2026 | | EMN26 | | 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 2.03 (a) Creation of a Direct Financial Obligation
As previously reported in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Other Financial Information -- Revolving Credit Facilities and Commercial Paper Borrowings” of Eastman Chemical Company’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2019 (the “10-K”), the Company has access to borrowings of up to $1.5 billion under a revolving credit agreement (the "Credit Facility") expiring October 25, 2023 (subject to one year extension as provided in the Credit Facility) with interest at varying spreads above quoted market rates. The Credit Facility provides available liquidity for general corporate purposes and supports commercial paper borrowings, and is filed as Exhibit 10.02 to the 10-K and is incorporated herein by this reference.
As previously announced in the Company’s public release of March 25, 2020, on March 26, 2020 the Company borrowed $400 million under the Credit Facility as a precautionary measure due to increased financial market volatility, particularly in the availability and terms of commercial paper for similar issuers, resulting from the COVID-19 pandemic. The proceeds from the borrowing are available for general corporate purposes, with interest payable monthly beginning April 27, 2020 at an initial rate of 2.17488 % per annum and with principal due October 25, 2023 (subject to one year extension as provided in the Credit Facility) if not prepaid under the terms of the Credit Facility.
Item 9.01 (d) Exhibits
The following exhibits are filed pursuant ti Item 9.01(d):
104 Cover Page Interactive Data File
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.
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| | | Eastman Chemical Company |
| | By: | /s/ Donny Chia |
| | Donny Chia |
| | Vice President, Treasurer & Head of Corporate Development |
| | | Date: April 1, 2020 |
