| Item 1.01. |
Entry into a Material Definitive Agreement. |
On May 18, 2023, FMC Corporation (the “Company”) completed the sale of $500 million principal amount of 5.150% Senior Notes due 2026 (the “2026 Notes”), $500 million principal amount of 5.650% Senior Notes due 2033 (the “2033 Notes”) and $500 million principal amount of 6.375% Senior Notes due 2053 of the Company (the “2053 Notes” and, together with the 2026 Notes and the 2033 Notes, the “Notes”). The Notes were issued under and are governed by an Indenture, dated as of November 15, 2009 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented and amended by a Fifth Supplemental Indenture, dated as of May 18, 2023, by and among the Company and the Trustee (the “Fifth Supplemental Indenture” and the Base Indenture, as so supplemented and amended, the “Indenture”).
The 2026 Notes bear interest at a rate of 5.150% per year, payable semi-annually on May 18 and November 18 of each year, beginning on November 18, 2023. The 2026 Notes will mature on May 18, 2026, unless earlier redeemed or repurchased. The Company may redeem the 2026 Notes, at any time in whole or from time to time in part, before April 18, 2026 at a redemption price set forth in the Fifth Supplemental Indenture (which redemption price may not be less than the principal amount of the 2026 Notes to be redeemed) and at any time in whole or from time to time in part, on or after April 18, 2026 at 100% of the principal amount, in each case, plus accrued and unpaid interest, to but not including, the date of redemption. The 2033 Notes bear interest at a rate of 5.650% per year, payable semi-annually on May 18 and November 18 of each year, beginning on November 18, 2023. The 2033 Notes will mature on May 18, 2033, unless earlier redeemed or repurchased. The Company may redeem the 2033 Notes, at any time in whole or from time to time in part, before February 18, 2033 at a redemption price set forth in the Fifth Supplemental Indenture (which redemption price may not be less than the principal amount of the 2033 Notes to be redeemed) and at any time in whole or from time to time in part, on or after February 18, 2033 at 100% of the principal amount, in each case, plus accrued and unpaid interest, to but not including, the date of redemption. The 2053 Notes bear interest at a rate of 6.375% per year, payable semi-annually on May 18 and November 18 of each year, beginning on November 18, 2023. The 2053 Notes will mature on May 18, 2053, unless earlier redeemed or repurchased. The Company may redeem the 2053 Notes, at any time in whole or from time to time in part, before November 18, 2052 at a redemption price set forth in the Fifth Supplemental Indenture (which redemption price may not be less than the principal amount of the 2053 Notes to be redeemed) and at any time in whole or from time to time in part, on or after November 18, 2052 at 100% of the principal amount, in each case, plus accrued and unpaid interest, to but not including, the date of redemption. Subject to certain limitations, in the event of a change of control (as defined in the Indenture) of the Company, the Company will be required to make an offer to repurchase the 2026 Notes, 2033 Notes and 2053 Notes, respectively, at a price equal to 101% of the principal amount of the 2026 Notes, 2033 Notes and 2053 Notes, respectively, to be purchased, plus accrued and unpaid interest, to the date of repurchase.
Subject to a number of important qualifications and exceptions, the Indenture, among other things, limits the Company’s ability and the ability of the Company’s restricted subsidiaries to create liens and to enter into sale and leaseback transactions and limits the Company’s ability to merge or consolidate with or into other entities or to sell, lease or convey all or substantially all of the Company’s assets.
The Indenture provides for certain events of default (subject in certain cases to grace and cure periods) which include, among others, non-payment of principal or interest; breach of covenants or warranties in the Indenture; defaults under or failure to pay certain other indebtedness; failure to pay certain final judgments; and certain events of bankruptcy, insolvency, reorganization, administration or similar proceedings. Generally, if an event of default occurs, the Trustee and the holders of at least 25% in aggregate principal amount of the then outstanding 2026 Notes, 2033 Notes and 2053 Notes, respectively, may declare all the 2026 Notes, 2033 Notes and 2053 Notes, respectively, to be due and payable immediately.