DEL Deltic Timber Corp. (delisted)

 

 

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 Act of 1934

February 4, 2016

Date of Report (date of earliest event reported)

 

 

Deltic Timber Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-12147		71-0795870
(State or other jurisdiction of incorporation)		(Commission File Number)		I.R.S. Employer Identification No.)

 

210 East Elm Street, El Dorado, Arkansas		71730
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (870) 881-9400

(Not Applicable)

(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 Instruction 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))

 

 

 

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Item 1.01. Entry into a Material Definitive Agreement

Effective February 4, 2016, and pursuant to Section 2.22 of its Second Amended and Restated Revolving Credit Agreement, as amended, (the “Credit Agreement”), Deltic Timber Corporation (“Deltic” or the “Company”) as “Borrower”, along with the consent of SunTrust Bank as “Administrative Agent” of the Credit Agreement, elected to replace two lenders in the Credit Agreement. Wells Fargo Bank, N.A. and Branch Banking and Trust Company were each a “Non-Extending Lender” under the Company’s January 6, 2016 exercise of an option to extend the “Revolving Commitment Termination Date” of the Credit Agreement from November 17, 2019 to November 17, 2020. Accordingly, the respective rights and obligations of Wells Fargo Bank, N.A. and Branch Banking and Trust Company under the Credit Agreement were assigned to one new “Lender” to the Credit Agreement, Greenstone Farm Credit Services, ACA, and to one existing “Lender” in the Credit Agreement, American AgCredit, PCA, with which the Company executed “Revolving Credit Notes” in the amounts of $27,000,000.00 and $123,000,000.00, respectively.

SunTrust Bank remains an “Extending Lender”, “Issuing Bank”, “Swingline Lender”, and the “Administrative Agent” for the other “Extending Lenders”, which are: American AgCredit, PCA; JPMorgan Chase Bank, N.A.; Regions Bank; BancorpSouth Bank; Bank of America, N.A.; IBERIABANK; Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A. “Rabobank Nederland”, New York Branch, all of which previously agreed to extend the “Revolving Commitment Termination Date” for their respective commitments under the Credit Agreement from November 17, 2019 to November 17, 2020. Upon the Company’s execution of the Revolving Credit Notes with Greenstone Farm Credit Services, ACA, and with American AgCredit, PCA, the “Revolving Commitment Termination Date” for the aggregate principal amount of the $430,000,000.00 revolving credit facility under the Credit Agreement was extended to November 17, 2020.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Second Amended and Restated Revolving Credit Agreement document filed with Form 8-K on November 19, 2014, the First Amendment to Second Amended and Restated Revolving Credit Agreement document filed with Form 8-K on August 28, 2015, the Second Amendment to Second Amended and Restated Revolving Credit Agreement document filed with Form 8-K on January 7, 2016, and the “Revolving Credit Notes” executed by Company, which are filed as Exhibit 10.35 hereto and is incorporated by reference into this report.

Item 2.03. Creation of a Direct Financial Obligation

The information described above under “Item1.01. Entry into a Material Definitive Agreement” is hereby incorporated by this reference to Item 2.03. Creation of a Direct Financial Obligation.

Item 9.01. Financial Statements and Exhibits

Included herein as Exhibit 10.35 is a copy of the “Revolving Credit Notes” executed by the Company with Greenstone Farm Credit Services, ACA, and with American AgCredit, PCA, each dated February 2, 2016.

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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.

 

Date: February 5, 2016

EXHIBIT 10.35

REVOLVING CREDIT NOTE

 

$27,000,000.00		Atlanta, Georgia February 2, 2016

FOR VALUE RECEIVED, the undersigned, Deltic Timber Corporation, a Delaware corporation (the “Borrower”), hereby promises to pay to GREENSTONE FARM CREDIT SERVICES, ACA (the “Lender”) or its registered assigns, at the office of SunTrust Bank (“SunTrust”) at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, on the Commitment Termination Date (as defined in the Second Amended and Restated Revolving Credit Agreement dated as of November 18, 2014 (as the same may be amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto and SunTrust, as Administrative Agent for the Lenders), the lesser of the principal sum of TWENTY SEVEN MILLION AND NO/100 DOLLARS ($27,000,000.00) and the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement, in lawful money of the United States of America in immediately available funds, and to pay interest from the date hereof on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on such dates as provided in the Credit Agreement. In addition, should legal action or an attorney-at-law be utilized to collect any amount due hereunder, the Borrower further promises to pay all costs of collection, including the reasonable attorneys’ fees of the Lender. Terms not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

The Borrower promises to pay Default Interest, on demand, on the terms and conditions set forth in the Credit Agreement.

All borrowings evidenced by this Revolving Credit Note and all payments and prepayments of the principal hereof and the date thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower to make the payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement.

This Revolving Credit Note is issued in connection with, and is entitled to the benefits of, the Credit Agreement which, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. THIS

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REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

 

 

[Signature page to Deltic Timber Revolving Credit Note]

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REVOLVING CREDIT NOTE

 

$123,000,000.00		Atlanta, Georgia February 2, 2016

FOR VALUE RECEIVED, the undersigned, Deltic Timber Corporation, a Delaware corporation (the “Borrower”), hereby promises to pay to AMERICAN AGCREDIT, PCA (the “Lender”) or its registered assigns, at the office of SunTrust Bank (“SunTrust”) at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, on the Commitment Termination Date (as defined in the Second Amended and Restated Revolving Credit Agreement dated as of November 18, 2014 (as the same may be amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto and SunTrust, as Administrative Agent for the Lenders), the lesser of the principal sum of ONE HUNDRED TWENTY-THREE MILLION AND NO/100 DOLLARS ($123,000,000.00) and the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement, in lawful money of the United States of America in immediately available funds, and to pay interest from the date hereof on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on such dates as provided in the Credit Agreement. In addition, should legal action or an attorney-at-law be utilized to collect any amount due hereunder, the Borrower further promises to pay all costs of collection, including the reasonable attorneys’ fees of the Lender. Terms not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

The Borrower promises to pay Default Interest, on demand, on the terms and conditions set forth in the Credit Agreement.

All borrowings evidenced by this Revolving Credit Note and all payments and prepayments of the principal hereof and the date thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower to make the payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement.

This Revolving Credit Note is given in substitution and replacement of that certain Revolving Credit Note dated November 18, 2014, in the principal amount of $60,000,000, executed by the Borrower in favor of the Lender.

This Revolving Credit Note is issued in connection with, and is entitled to the benefits of, the Credit Agreement which, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. THIS

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REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

 

 

[Signature page to Deltic Timber Revolving Credit Note]