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): September 29, 2023 |
STEPAN COMPANY
(Exact name of Registrant as Specified in Its Charter)
Delaware | 1-4462 | 36-1823834 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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1101 Skokie Boulevard Suite 500 |
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Northbrook, Illinois |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 847 446-7500 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Common Stock, $1 par value |
| SCL |
| The 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.
Stepan Company (“Stepan”) is a party to the following note purchase agreements:
On September 29, 2023, Stepan entered into amendments to the 2005 NPA, 2013 NPA 2015 NPA, NYL NPA and Prudential NPA (collectively, the “2023 NPA Amendments”) to primarily provide additional covenant flexibility. The 2023 NPA Amendments, among other things:
Quarter Ending | Net Leverage Ratio |
September 30, 2023 | 4.00 to 1.00 |
December 31, 2023 | 4.00 to 1.00 |
March 31, 2024 | 4.00 to 1.00 |
June 30, 2024 | 4.00 to 1.00 |
September 30, 2024 | 3.75 to 1.00 |
December 31, 2024 | 3.75 to 1.00 |
March 31, 2025 and each fiscal quarter ending thereafter | 3.50 to 1.00 |
On September 29, 2023, Stepan entered into Amendment No. 1 (the “Amendment”) to the Credit Agreement, dated as of June 24, 2022, among Stepan, the foreign subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and JPMorgan Chase Bank, N.A. and BofA Securities, Inc., as joint lead arrangers and joint bookrunners (the “Credit Agreement”).
The Amendment amends the Credit Agreement to, among other things, (i) provide for a maximum net leverage ratio on substantially the same terms as the corresponding covenant contained in the 2023 NPA Amendments; and (ii) expand the definition of “Qualified Cash,” to align with the definition of “Qualified Cash” included in the 2023 NPA Amendments.
The foregoing descriptions of the 2023 NPA Amendments and the Amendment are qualified in their entirety by reference to the full texts of the 2023 NPA Amendments and the Amendment, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 hereto and 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 set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit | Description |
10.1 | |
10.2 | |
10.3 | |
10.4 | |
10.5 | |
10.6 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| STEPAN COMPANY |
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Date: | September 29, 2023 | By: | /s/ David G. Kabbes |
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| Name: David G. Kabbes |