MEOH Methanex Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF JUNE 2020

COMMISSION FILE NUMBER 0-20115

METHANEX CORPORATION

(Registrant’s name)

SUITE 1800, 200 BURRARD STREET, VANCOUVER, BC V6C 3M1 CANADA

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☐                 Form 40-F  ☑

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Execution Version

2020 CONSENT & WAIVER

WHEREAS, inter alia, Methanex Corporation as borrower (the “Borrower”), Royal Bank of Canada as agent bank, and the lenders (the “Lenders”) signatory thereto are party to an amended and restated credit agreement dated for reference July 25, 2019 (the “2019 ARCA”);

AND WHEREAS concurrently herewith the parties to the 2019 ARCA are entering into an amending agreement (the “ARCA Amendment”) whereby various provisions of the 2019 ARCA are being amended;

AND WHEREAS the Borrower has requested that the Lenders provide a consent and waiver in respect of possible Defaults and Events of Default caused by breaches of the covenants (the “Financial Covenants”) in sections 9.2(c) of the 2019 ARCA;

AND WHEREAS the Lenders are prepared to provide the requested consent and waiver, subject to satisfaction of the Conditions Precedent (as defined below) and continued compliance by the Borrower with the Compliance Terms (as defined below);

NOW THEREFORE, in consideration of continued compliance by the Borrower with the Compliance Terms, and subject to the satisfaction of the Conditions Precedent, the Lenders do hereby consent to any breach of or failure to comply with the Financial Covenants, and waive compliance with the Financial Covenants, only in respect and during the continuance of the 2020 Waiver Period and, in the case of the Funded Debt Ratio, until June 30, 2023.

The terms and conditions upon which the foregoing consent and waiver (the “Consent”) is provided are as follows:

ARTICLE 1

INTERPRETATION

Section 1.1     Defined Terms.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the 2019 ARCA.

As used in this agreement, the following terms shall have the following meanings:

provided that it is a condition precedent to the commencement of the 2020 Waiver Period that the Facility A Principal Outstanding shall have been repaid to the extent necessary to reduce the Facility A Principal Outstanding to US$200 million (or, as applicable, such lower amount as the Borrower shall stipulate).

Section 1.2     Interpretation, etc.

This consent and waiver shall be interpreted in accordance with Article 1 and sections 12.3, 12.9, 12.15 and 12.18 of the 2019 ARCA.

ARTICLE 2

CONDITIONS PRECEDENT

Section 2.1 Conditions Precedent.

The Consent shall become effective if, on the Closing Date, the following conditions have been fulfilled to the satisfaction of, or waived by, the Lenders executing this consent and waiver:

provided that it is expressly acknowledged that the 2020 Waiver Period shall commence only following the ten Business Days’ written notice from the Borrower to the Agent Bank as contemplated by the definition thereof.

In addition, and effective on the effectiveness of the Consent, the Lenders hereby consent to the delivery of the Compliance Certificate under section 9.1(i)(iii)(A) of the 2019 ARCA in respect of the period ended March 31, 2020 concurrently herewith instead of having been delivered with the financial statements referred to in such section.

Section 2.2     Conditions Solely for the Benefit of the Lenders.

All conditions set forth in section 2.1 are solely for the benefit of the Lenders, and no other person shall have standing to require satisfaction of any condition and no other person shall be deemed to be a beneficiary of any such condition, any and all of which may be freely waived in whole or in part by the Lenders at any time the Lenders deem it advisable to do so in their sole discretion.

ARTICLE 3

COMPLIANCE TERMS

Section 3.1 Compliance Terms.

During the 2020 Waiver Period, the application of section 9.2(b)(i) of the 2019 ARCA is waived but, as a condition of the Consent and a Compliance Term, the Borrower will not merge, consolidate or amalgamate with or into, or sell, convey, transfer, lease or otherwise dispose of (in one transaction or a series of transactions) all or substantially all of its assets to, any other person, other than a Restricted Subsidiary.

During the 2020 Waiver Period, the application of section 9.2(e) of the 2019 ARCA is waived but, as a condition of the Consent and a Compliance Term, the Borrower will comply with a provision identical to section 9.2(e) except that the figure of US$50 million set forth in the last paragraph of section 9.2(e) would be reduced to US$25 million.

The application of section 9.2(e) of the 2019 ARCA is waived to the extent necessary to allow the incurrence by the G3 Owner of inter-corporate indebtedness owed to its direct shareholders (including, for greater certainty, a shareholder that is not an affiliate of the Borrower) but, as a condition of the Consent and a Compliance Term,

such inter-corporate indebtedness shall be subordinated to the Obligations in right of priority and payment on terms and conditions satisfactory to the Lenders. For greater certainty, the waiver set out in this section 3.1(3) is not restricted to the 2020 Waiver Period.

During the 2020 Waiver Period, the application of section 9.2(h) of the 2019 ARCA is waived but, as a condition of the Consent and a Compliance Term, the Borrower will comply with a provision identical to section 9.2(h) except that the threshold of 20% set forth in paragraph (i) of section 9.2(h) would be reduced to 15%.

During the 2020 Waiver Period, the application of section 9.2(j) of the 2019 ARCA is waived but, as a condition of the Consent and a Compliance Term, during any period of four consecutive Financial Quarters in the 2020 Waiver Period neither the Borrower nor any Restricted Subsidiary shall make any Restricted Payment in excess of US$30 million (in the aggregate for such period of four Financial Quarters) unless, after giving effect to such Restricted Payment (in the case of a dividend to public shareholders, as at the date of declaration of same), the following conditions are met:

provided that:

It is a condition of the Consent and a Compliance Term that, during the 2020 Waiver Period, neither the Borrower nor any Restricted Subsidiary shall enter into any acquisition or investment in a person (other than a Restricted Subsidiary) unless the following conditions shall have been fulfilled:

The provisions of section 2.1(6) of the 2019 ARCA shall have no effect during the 2020 Waiver Period.

During the 2020 Waiver Period:

During the 2020 Waiver Period, the Egypt Condition shall be considered to have been met for the purposes of item (ii) in the proviso to paragraph (g) of the definition of EBITDA as long as the senior financing obtained by the Egypt Owner for the purposes of funding the development and construction of the Egypt Project (net of amounts held in the debt service reserve account applicable thereto) is less than US$50 million.

Section 3.2 Financial Covenants.

It is a condition of the Consent and a Compliance Term that the Borrower and its Restricted Subsidiaries, on a consolidated basis in accordance with GAAP, shall maintain the following ratios:

* ; provided that the Borrower may waive the minimum EBITDA provision for any two of the following quarters: Q3/2020; Q4/2020; and Q1/2021.

Section 3.3 Nature of Compliance Terms.

Compliance with the Compliance Terms is a condition on which the Consent is provided and the Compliance Terms are not amendments to the 2019 ARCA, and in no event will the 2019 ARCA be considered to have been amended to give effect to the Compliance Terms.

ARTICLE 4

MISCELLANEOUS

Section 4.1 Credit Facility Document.

This consent and waiver constitutes a Credit Facility Document.

Section 4.2 Nature of Consent.

The terms of this consent and waiver are in addition to and, unless specifically provided for, shall not limit, restrict, modify, amend or release any of the understandings, agreements or covenants as set out in the 2019 ARCA. This consent and waiver shall not be construed as a waiver or consent to any further or future action on the part of the Borrower that would require a waiver or consent of the Lenders. Except as provided hereby, (i) the provisions of the 2019 ARCA are and shall remain in full force and effect, and (ii) the Lenders have not agreed to forbear from enforcing any of their rights and remedies under the 2019 ARCA or otherwise.

IN WITNESS WHEREOF the Agent Bank and Lenders have caused this consent and waiver to be executed by their respective officers thereunto duly authorized, as of the date first above written.

Acknowledged and agreed this 3 day of June, 2020.