- Current report filing (8-K)
April 17 2009 - 6:01AM
Edgar (US Regulatory)
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):
April 16,
2009
HUNTSMAN
CORPORATION
(Exact name of
registrant as specified in its charter)
Delaware
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001-32427
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42-1648585
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(State or Other
Jurisdiction of
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(Commission File
Number)
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
No.)
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HUNTSMAN
INTERNATIONAL LLC
(Exact name of
registrant as specified in its charter)
Delaware
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333-85141
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87-0630358
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(State or Other
Jurisdiction of
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(Commission File
Number)
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
No.)
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500
Huntsman Way
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Salt
Lake City, Utah
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84108
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(Address of
Principal Executive Offices)
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(Zip Code)
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Registrants
Telephone Number, including Area Code:
(801)
584-5700
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On April 16, 2009,
Huntsman International LLC (the Borrower), a Delaware limited liability
company and wholly-owned subsidiary of Huntsman Corporation (the Company),
entered into a Waiver (the Waiver) to the Credit Agreement, dated as of August 16,
2005 among the Borrower, Deutsche Bank AG New York Branch, as administrative
agent, and the financial institutions party thereto as lenders (as the same has
been heretofore amended, restated, supplemented or otherwise modified to date,
the Credit Agreement).
Under the Waiver, a
majority of the Borrowers revolving lenders under the Credit Agreement have
agreed to waive the Borrowers compliance with the financial covenant in the
Credit Agreement from the effective date through June 30, 2010. The Waiver requires that the maximum Senior
Secured Leverage Ratio (as defined in the Credit Agreement) does not exceed
5.00 to 1.00. In addition, the Waiver modifies
the calculation used to determine compliance with the Senior Secured Leverage
Ratio financial covenant by (i) permitting the Company to add back to Consolidated
EBITDA any lost profits that are attributable to Hurricanes Gustav and Ike
that occurred in 2008 and (ii) modifying the definition of Permitted
Non-Cash Impairment and Restructuring Charges by replacing the reference to
$100,000,000 in clause (ii) thereof with $200,000,000.
As consideration for the
Waiver, the Borrower agreed to pay a waiver fee and an increase in facility and
undrawn commitment fees. The Borrower has further agreed to (a) not
request a borrowing for a revolving loan and/or swing line loan during the next
succeeding fiscal quarter under the Revolving Facility if compliance with the
Senior Secured Leverage Ratio, as agreed to in the Waiver, is not met in any
fiscal quarter, (b) not repay or make any payment of principal or interest
under the Borrowers intercompany promissory note in favor of the Company if
there are outstanding revolving loans and swing line loans or to reduce the
principal amount outstanding under the promissory note to less than
$525,000,000, and (c) not make any restricted payments under Section 8.4
(b) of the Credit Agreement after the Waiver Effective Date in an
aggregate amount greater than the sum of $100,000,000 plus Available Equity
Proceeds (as defined in the Credit Agreement).
The foregoing summary of
the terms of the Waiver is qualified in its entirety by reference to the
complete document, a copy of which is attached hereto as Exhibit 10.1.
Item 8.01. Other Events.
On April 16, 2009,
the Company issued a press release announcing the execution of the Waiver. A
copy of the press release is furnished herewith as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
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Description
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10.1
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Waiver to Credit
Agreement dated April 16, 2009 among Huntsman International LLC and the
Revolving Lenders party thereto.
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99.1
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Press Release dated
April 16, 2009.
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2
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.
Date:
April 16, 2009
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HUNTSMAN
CORPORATION
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HUNTSMAN
INTERNATIONAL LLC
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By:
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/s/ SEAN DOUGLAS
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Name:
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Sean Douglas
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Title:
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Vice President and
Treasurer
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3
INDEX
TO EXHIBITS
Exhibit Number
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Description
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10.1
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Waiver to Credit
Agreement dated April 16, 2009 among Huntsman International LLC and the
Revolving Lenders party thereto.
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99.1
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Press Release dated
April 16, 2009.
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4
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