- Current report filing (8-K)
March 10 2010 - 7:01AM
Edgar (US Regulatory)
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 9, 2010
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
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(Commission
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(IRS Employer
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of
incorporation)
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File Number)
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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
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(Commission
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(IRS Employer
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of
incorporation)
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File Number)
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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 obligations 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 March 9,
2010, Huntsman International LLC (
HI
),
a wholly owned subsidiary of Huntsman Corporation (
HC
), entered into a Fifth Amendment to Credit Agreement (the
Amendment
) with JPMorgan Chase Bank, N.A.,
as successor Administrative Agent and Collateral Agent, and the other financial
institutions party thereto, amending certain terms of HIs existing senior
secured credit facilities (the
Credit
Facilities
).
Among
other things, the Amendment (i) replaces Deutsche Bank AG New York Branch
as Administrative Agent, Collateral Agent and UK Security Trustee with JPMorgan
Chase Bank, N.A. as Administrative Agent and Collateral Agent and JPMorgan
Chase Bank, N.A. or an affiliate thereof as UK Security Trustee, (ii) extends
the stated maturity of the revolving facility to March 9, 2014 and
provides for optional extensions of such stated maturity date from time to time
with the consent of the lenders and subject to certain specified conditions and
exceptions, (iii) caps the aggregate amount of the revolving commitments
allowable under the revolving facility to an amount up to $300 million, including
$225 million currently obtained from the lenders and (iv) reduces the
maximum letter of credit sublimit to $75 million (not including existing
letters of credit issued by Deutsche Bank AG New York Branch) and the maximum
swing line sublimit to $25 million.
Additionally,
the Amendment increases the applicable margin range on the revolving loans by
1.75% and increases the commitment fee percentage to a range of 0.50% to 0.75%. The Amendment also amends the mandatory
prepayment provisions of the Credit Facilities to permit the reinvestment of
certain insurance and condemnation proceeds in HIs businesses and provides HI
with additional liquidity flexibility by refreshing a portion of the foreign
subsidiary investment basket.
Finally, the
Amendment modifies the senior secured leverage ratio covenant in the Credit
Facilities, with the maximum ratio of senior secured debt to EBITDA (as defined)
changing from no more than 5.00 to 1 to no more than 3.75 to 1 when loans or
letters of credit (to the extent such letters of credit are not cash
collateralized) are outstanding under our revolving facility.
Before
the Amendment, an existing covenant waiver from the revolver lenders under
the Credit Facilities prohibited the repayment of HIs note payable to HC if
there were any revolving loans or swing line loans outstanding under the Credit
Facilities or to the extent that such repayment would reduce the outstanding
principal amount thereof to an amount less than $525 million. The Amendment cancelled this waiver. HI is still prohibited, however, from repaying
amounts in respect of the intercompany note if there are any outstanding
revolving loans, swing line loans or outstanding letters of credit that are not
cash collateralized, unless, before and after giving effect to such payment on
a pro forma basis, HI is in compliance with the senior secured leverage ratio
covenant. HI is currently in compliance
with the ratio and recently repaid approximately $25 million outstanding under
the intercompany note. HI currently has
the ability to repay up to approximately $300 million additional amounts due
under the intercompany note in accordance with the limitations and restrictions
under the Amendment and anticipates repaying some or all of this amount in the
near future.
Item 2.03 Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information contained in Item 1.01 is incorporated by reference into this Item
2.03.
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.
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HUNTSMAN CORPORATION
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HUNTSMAN INTERNATIONAL
LLC
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/s/ Troy M. Keller
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Troy M. Keller
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Assistant
Secretary
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Dated: March 10,
2010
3
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