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):
December 18, 2014
EMPIRE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
001-12127 |
|
22-3136782 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| |
|
|
|
One Parker
Plaza
Fort Lee, New Jersey |
|
07024 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (201) 944-2200
| (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:
¨ 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))
Item 1.01. Entry into a Material Definitive Agreement.
Amendment to the Amended and Restated Credit Agreement
On December 18, 2014,
Empire Resources, Inc. (the “Company”) and Empire Resources Pacific, Ltd. (“Empire Pacific”)
entered into that certain Increase Agreement and First Amendment to the Amended and Restated Credit Agreement (the “Committed
Facility Amendment”) with Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”,
New York Branch, as agent for the Committed Banks (as defined below) and a fronting bank (“Rabobank”),
and each of the lenders signatory thereto (including Rabobank) (collectively, the “Committed Banks”),
to amend that certain Amended and Restated Credit Agreement, dated as of June 19, 2014, by and among the Company, the Committed
Banks, Rabobank, as agent, and BNP Paribas, as syndication agent (the “A&R Credit Agreement”).
The Committed Facility
Amendment amended the A&R Credit Agreement to increase the committed credit facility (the “Committed Facility”)
by $35 million to $185 million. The Committed Facility Amendment also amended the covenant requiring maintenance of minimum tangible
net working capital of $35 million plus an aggregate amount equal to 25% of the positive consolidated net income of the Company
for the fiscal year most recently ended to raise the minimum tangible net working capital to $42.5 million plus an aggregate amount
equal to 25% of the positive consolidated net income of the Company for the fiscal year most recently ended.
Except as described
herein, the other terms and conditions of the A&R Credit Agreement, including the interest rate, the maturity date and various
financial covenants, remain unchanged. For additional information about the A&R Credit Agreement, see Exhibit 10.1 to the Company’s
Current Report filed on Form 8-K with the Securities and Exchange Commission on June 25, 2014.
Amendment to the Uncommitted Credit Agreement
On December
18, 2014, the Company and Empire Pacific entered into that certain First Amendment to Uncommitted Credit
Agreement (the “Uncommitted Facility Amendment”) with Rabobank, as agent for the Uncommitted Banks
(as defined below), and each of the lenders signatory thereto (collectively, the “Uncommitted
Banks”), to amend that certain Uncommitted Credit Agreement, dated as of June 19, 2014, by and among the
Company, the Uncommitted Banks, Rabobank, as agent, and BNP Paribas, as syndication agent (the “Uncommitted
Credit Agreement”).
The Uncommitted Facility
Amendment amended the Uncommitted Credit Agreement to increase the uncommitted credit facility by $15 million to $90 million. The
Uncommitted Facility Amendment also amended the covenant requiring maintenance of minimum tangible net working capital of $35 million
plus an aggregate amount equal to 25% of the positive consolidated net income of the Company for the fiscal year most recently
ended to raise the minimum tangible net working capital to $42.5 million plus an aggregate amount equal to 25% of the positive
consolidated net income of the Company for the fiscal year most recently ended.
Except as described
herein, the other terms and conditions of the Uncommitted Credit Agreement, including the interest rate, the maturity date and
various financial covenants, remain unchanged. For additional information about the Uncommitted Credit Agreement, see Exhibit 10.2
to the Company’s Current Report filed on Form 8-K with the Securities and Exchange Commission on June 25, 2014.
Copies of the Committed
Facility Amendment and the Uncommitted Facility Amendment are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated
herein by reference. The foregoing descriptions of the Committed Facility Amendment and the Uncommitted Facility Amendment do not
purport to be complete and are qualified in their entirety by reference to the Committed Facility Amendment and the Uncommitted
Facility Amendment, respectively.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information from Item 1.01 above is
incorporated by reference into this Item 2.03.
Item 8.01. Other Events
On December 18, 2014,
the Company issued a press release announcing that the Company had expanded its current working capital credit agreement by entering
into the Committed Facility Amendment and the Uncommitted Facility Amendment. A copy of the Company’s press release is filed
as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| 10.1 |
|
Increase Agreement and First Amendment to Amended and Restated
Credit Agreement, dated as of December 18, 2014, by and among Empire Resources, Inc., Empire Resources Pacific, LTD., Coöperatieve
Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as agent for the Committed Banks, and
each of the Committed Banks signatory thereto.
|
| 10.2 |
|
First Amendment to the Uncommitted Credit Agreement, dated as
of December 18, 2014, by and among Empire Resources, Inc., Empire Resources Pacific, LTD., Coöperatieve Centrale Raiffeisen-Boerenleenbank
B.A., “Rabobank Nederland”, New York Branch, as agent for the Uncommitted Banks, and each of the Uncommitted Banks
signatory thereto.
|
| 99.1 |
|
Press release dated December 18, 2014. |
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.
| |
EMPIRE RESOURCE, INC. |
|
| |
|
|
|
| |
|
|
|
| Dated: December 19, 2014 |
By: |
/s/ Sandra Kahn |
|
| |
|
Name: Sandra Kahn |
|
| |
|
Title: Chief Financial
Officer |
|
Exhibit 10.1
INCREASE AGREEMENT AND FIRST AMENDMENT
TO AMENDED AND RESTATED
CREDIT AGREEMENT
INCREASE AGREEMENT
AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 18, 2014 (this “Agreement”),
prepared pursuant to Section 2.05(d) of the Amended and Restated Credit Agreement dated as of June 19, 2014 (as amended, restated,
supplemented or otherwise modified through the date hereof, the “Existing Credit Agreement”; as modified hereby
and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among EMPIRE RESOURCES, INC. (the “Company”), the several Banks from time to time party thereto, and COÖPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as agent (in such capacity, together
with its successors in such capacity, the “Agent”) and as a Fronting Bank.
RECITALS
Pursuant to Section
2.05(d) of the Existing Credit Agreement, the undersigned Banks party to the Existing Credit Agreement (the “Increasing
Banks”), have agreed to increase their Commitments (as applicable) as governed by the Credit Agreement on the terms and
subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in
consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company, the Agent, the Issuing Banks and the Increasing Banks hereby agree as follows:
1. Defined Terms.
Unless otherwise defined herein, terms defined in the Existing Credit Agreement are used herein as therein defined.
2. Increase Agreement.
(a) Each Increasing
Bank party to this Agreement hereby agrees to increase its respective Commitment (as modified pursuant to Section 3 of this Agreement),
in the amount set forth in Schedule 1.0, such increase to be effective as of December 18, 2014 (the “Increase Effective
Date”).
(b) With respect to
any increase in the Commitment of any Increasing Bank, such Increasing Bank shall hold an undivided interest in and to (A) all
the rights and obligations of a Bank under the Credit Agreement in connection with its increased Commitment in the principal amount
set forth on Schedule 1.0 hereto and (B) all rights and obligations of a Bank in connection therewith under the other Basic Documents.
3. Commitments;
Increasing Banks.
(a) Effective upon
the Increase Effective Date, the Commitments for each Increasing Bank and each Non Increasing Bank (as defined below) shall be
as set forth in Schedule 1.0.
(b) Any Increasing
Bank shall pay to the Agent on the Increase Effective Date, in immediately available funds, an amount equal to the amount, if any,
by which such Increasing Bank’s Revolving Loan Commitment Percentage (determined after giving effect to the adjustment of
the
(c) Commitments pursuant
to Section 3(a) of this Agreement, including the increase of such Increasing Bank’s Commitment) of the aggregate principal
amount of the Revolving Loans and funded participation interests in Reimbursement Obligations and Swing Line Loans to be outstanding
immediately upon the Increase Effective Date exceeds the aggregate principal amount of Revolving Loans and funded participation
interests in Reimbursement Obligations and Swing Line Loans owing to such Increasing Bank immediately prior to the Increase Effective
Date. Such amount paid by any such Increasing Bank shall be deemed the purchase price for the acquisition by such Increasing Bank
of such additional amount of Revolving Loans and funded participation interests in Reimbursement Obligations and Swing Line Loans
from Banks whose Commitments are not increased under this Agreement (“Non Increasing Banks”) and, if applicable,
other Banks. The Agent shall distribute such amounts as received from the Increasing Banks as may be necessary so that the Revolving
Loans and funded participation interests in Reimbursement Obligations and Swing Line Loans are held by the Increasing Banks and
Non Increasing Banks in accordance with their respective Revolving Loan Commitment Percentages (determined after giving effect
to the adjustment of Revolving Loan Commitment Percentages pursuant to Section 3(a) of this Agreement).
(d) Each Increasing
Bank and Non Increasing Bank (each, a “Selling Bank”) which receives a payment in connection with clause (b)
above shall be deemed to have sold and assigned, without recourse to such Selling Bank, to the applicable Increasing Banks (each,
a “Purchasing Bank”), and such Purchasing Banks shall be deemed to have purchased and assumed without recourse
to the Selling Banks, Revolving Loans and funded participation interests in Reimbursement Obligations and Swing Line Loans in amounts
such that after giving effect thereto each Bank shall hold Revolving Loans and funded participation interests in Reimbursement
Obligations and Swing Line Loans in accordance with its Revolving Loan Commitment Percentage (determined after giving effect to
the adjustment of Commitments pursuant to Section 3(a) of this Agreement).
4. Conditions
Precedent. This Agreement shall become effective upon the satisfaction of the following conditions precedent:
(a) Increase Documents.
The Agent shall have received (each of the following documents being referred to herein as an “Increase Document”):
(i) this
Agreement, executed and delivered by a duly authorized officer of the Company, the Agent, the Issuing Banks, the Swing Line Bank
and each Increasing Bank, with a counterpart for each Bank, and
(ii) for
the account of each Bank requesting the same, a Note of the Company conforming to the requirements of the Credit Agreement, and
reflecting the Commitment of such Bank after giving effect to this Agreement, executed by a duly authorized officer of such Company,
provided, that such Bank shall return to the Company (as soon as practicable) its Note being replaced, marked “Cancelled”.
(b) Increasing
Banks. The Agent shall have received from each Increasing Bank the amounts required to be paid by such Increasing Banks pursuant
to Section 3 of this Agreement.
(c) Governing Documents.
The Agent shall have received, with a counterpart for each Bank, a bring-down officer’s certificate (in form and substance
reasonably satisfactory to the Agent) in respect of the charter and by laws (or equivalent documents) of the Company, and of the
resolutions and officers’ incumbency of the Company, each delivered previously to the Banks, dated as of the Increase Effective
Date.
(d) Good Standing
Certificates. The Agent shall have received, with a copy for each Bank, evidence of the existence, good standing and authority
to transact business for the Company (i) from the Secretary of State of New Jersey and (ii) from the Secretary of State of each
other jurisdiction in which the failure of the Company to be in good standing or to have the authority to transact business would
result in a Material Adverse Effect.
(e) Fees. The
Company shall have paid, in immediately available funds, any fees and other amounts (including, without limitation, pursuant to
Section 11.03 of the Credit Agreement) payable by the Company in connection with the increase of the Commitments.
(f) Other Conditions.
Each of the other conditions to the Increase Effective Date provided in Section 2.05(d) of the Existing Credit Agreement, including,
without limitation, the delivery of the certificate of an authorized officer required pursuant to Section 2.05(d)(iii)(D) of the
Existing Credit Agreement, shall have been satisfied.
5. Amendment.
Subject to satisfaction of the conditions precedent set forth in Section 4 above, Section 8.10 of the Existing Credit Agreement
is hereby amended by deleting “$35,000,000” and replacing it with “$42,500,000”.
6. Reaffirmations.
(a) The Company hereby
acknowledges, confirms and agrees that all of the terms, provisions, obligations, guarantees and agreements of the Company under
the Security Agreement and the other Security Documents to which it is a party remain in full force and effect in all respects
and the Company hereby reaffirms its obligations and liabilities under the Security Agreement and the other Security Documents
to which it is a party and that the Collateral continues to secure the Obligations, which include the Obligations both before and
after giving effect to this Agreement, all without offset, defense or counterclaim.
(b) Each Guarantor
hereby acknowledges, confirms and agrees that all of the terms, provisions, obligations, guarantees and agreements of such Guarantor
under the Subsidiary Guarantee, the Security Agreement and the other Security Documents to which it is a party remain in full force
and effect in all respects and each Guarantor hereby reaffirms its obligations and liabilities under the Subsidiary Guarantee and
that the Collateral continues to secure its Obligations, which include such Obligations both before and after giving effect to
this Agreement, all without offset, defense or counterclaim.
7. Representations
and Warranties. To induce the undersigned Banks to enter into
this Agreement, the Company hereby represents and warrants to the undersigned Banks that, after giving effect to the increase of
the Commitments and the other modifications to the Existing Credit Agreement provided for herein, the representations and warranties
contained in the Credit Agreement and the other Basic Documents will be true and correct in all material respects as if made on
such date, except for those representations and warranties that by their terms were made as of a specified date which shall be
true and correct in all material respects on and as of such date, and that no Default or Event of Default shall have occurred and
be continuing.
8. Consent.
Notwithstanding anything to the contrary set forth herein or otherwise, each of the parties hereto hereby agrees that the Company
shall not be required to comply with the 45 day notice period set forth in Section 2.05(d)(i) of the Credit Agreement in respect
of the increase in Commitments contemplated hereunder.
9. Disclaimer.
Each Increasing Bank acknowledges and agrees that no Bank party to the Existing Credit Agreement (i) has made any representation
or warranty and shall have no responsibility with respect to any statements, warranties or representations made in or in connection
with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, any other Basic Documents or any other instrument or document furnished pursuant thereto or in connection therewith;
(ii) has made any representation or warranty and has any responsibility with respect to the financial condition of the Company
or any other obligor or the performance or observance by the Company or any obligor of any of their respective obligations under
the Credit Agreement or any other Basic Documents or any other instrument or document furnished pursuant hereto or thereto. Each
Increasing Bank represents and warrants that it is legally authorized to enter into this Agreement.
10. No Other
Amendments or Waivers. Except as expressly amended or waived hereby, the Credit Agreement and the other Basic Documents shall
remain in full force and effect in accordance with their respective terms, without any waiver, amendment or modification of any
provision thereof.
11. Effect
on Credit Agreement. From and after the Increase Effective
Date, each Increasing Bank party hereto shall be a party to the Credit Agreement and, to the extent provided in this Agreement,
have the rights and obligations of a Bank thereunder and under the other Basic Documents and shall be bound by the provisions thereof.
12. Counterparts.
This Agreement may be executed by one or more of the parties hereto on any number of separate counterparts (including by facsimile
transmission of signature pages hereto) and all of said counterparts taken together shall be deemed to constitute one and the same
instrument.
13. Applicable
Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted
in accordance with, the law of the state of New York (without regard to the conflicts of laws principles thereof).
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
EMPIRE
RESOURCES, INC.,
as the Company
By: /s/ Sandra Kahn
.
Name: Sandra Kahn
Title: CFO
EMPIRE
RESOURCES PACIFIC, LTD.,
as a Guarantor
By:
/s/ Sandra Kahn
Name: Sandra Kahn
Title: Vice President
COÖPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK
B.A., “RABOBANK
NEDERLAND”, NEW YORK BRANCH, as Agent
and a Fronting Bank
By: /s/ Xander Willemsen
Name: Xander Willemsen
Title: Executive Director
By: /s/ Sabrina Vasconcelos
Name: Sabrina Vasconcelos
Title: Vice President
BANKS
COÖPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK
B.A., “RABOBANK
NEDERLAND”, NEW YORK BRANCH
By: /s/ Xander Willemsen
Name: Xander Willemsen
Title: Executive Director
By: /s/ Sabrina Vasconcelos
.
Name: Sabrina Vasconcelos
Title: Vice President
BNP PARIBAS
By: /s/Karlien Zumpolle
Name: Karlien Zumpolle
Title: Vice President
By: /s/ Bradley Dingwall .
Name: Bradley Dingwall
Title: Director
SOCIÉTÉ GÉNÉRALE S.A.
By: /s/ Barbara Paulsen
.
Name: Barbara Paulsen
Title: Managing Director
By: _________________________
Name:
Title:
BROWN BROTHERS HARRIMAN & CO.
By: /s/ Michael Vellucci
.
Name: Michael Vellucci
Title: SVP
By: _________________________
Name:
Title:
ABN AMRO CAPITAL USA LLC
By:
/s/ Jamie Matos
.
Name: Jamie Matos
Title: Vice President
By: /s/ Eric Altmann
.
Name: Eric Altmann
Title: Managing Director
RB INTERNATIONAL FINANCE
(USA) LLC
By: /s/ Nancy Remini
.
Name: Nancy Remini
Title: Vice President
By: /s/ Joyce Marie Gapay
.
Name: Joyce Marie Gapay
Title: Vice President
Schedule 1.0 to
Increase Agreement
BANKS AND COMMITMENTS
| Bank |
| |
Amount of Increase | | |
Commitment (after
giving effect to increase,
if any) | | |
Revolving Loan
Commitment
Percentage (after giving
effect to all increases) | |
| Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch |
| |
$ | 7,500,000 | | |
$ | 45,000,000 | | |
| 24.3243 | % |
| |
| |
| | | |
| | | |
| | |
| BNP Paribas |
| |
$ | 9,000,000 | | |
$ | 39,000,000 | | |
| 21.0811 | % |
| |
| |
| | | |
| | | |
| | |
Société Générale S.A.
|
| |
$ | 4,000,000 | | |
$ | 24,000,000 | | |
| 12.9730 | % |
| |
| |
| | | |
| | | |
| | |
ABN AMRO Capital USA LLC
|
| |
$ | 12,000,000 | | |
$ | 37,000,000 | | |
| 20.0000 | % |
| |
| |
| | | |
| | | |
| | |
RB International Finance (USA) LLC
|
| |
$ | 0 | | |
$ | 22,500,000 | | |
| 12.1621 | % |
| |
| |
| | | |
| | | |
| | |
| Brown Brothers Harriman & Co. |
| |
$ | 2,500,000 | | |
$ | 17,500,000 | | |
| 9.4595 | % |
| |
| |
| | | |
| | | |
| | |
| Total: |
| |
$ | 35,000,000 | | |
$ | 185,000,000 | | |
| 100 | % |
| |
| |
| | | |
| | | |
| | |
Exhibit 10.2
FIRST AMENDMENT TO
UNCOMMITTED CREDIT AGREEMENT
This FIRST AMENDMENT
TO UNCOMMITTED CREDIT AGREEMENT (this “First Amendment”) dated as of December 18, 2014 is among EMPIRE
RESOURCES, INC., a Delaware corporation (the “Company”), the undersigned Banks and COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as Agent (the “Agent”). Capitalized
terms used herein and not otherwise defined herein shall have the meanings given to them in the Credit Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the Company,
the Banks, the Syndication Agent, the Agent, the Issuing Bank and the Lead Arranger are parties to the Uncommitted Credit Agreement
dated as of June 19, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);
and
WHEREAS, the Company
has requested an increase in the Revolving Loan Line Portions under the Credit Agreement to $90,000,000, and the parties hereto
have agreed to such increase on the terms and conditions set forth herein.
NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:
SECTION 1. Amendments.
The Credit Agreement
is hereby amended, upon the occurrence of the Effective Date (as defined in Section 2 below), as follows:
(a) The
definition of “Revolving Loan Line Portion” in Section 1.01 is amended by deleting the final sentence thereof and replacing
it as follows:
“As of December 18, 2014,
the aggregate amount of the Revolving Loan Line Portions is $90,000,000.”
(b) Section
8.10 is amended by deleting “$35,000,000” and replacing it with “$42,500,000”.
(c) Schedule
A is amended and restated in its entirety as set forth on Annex I hereto.
SECTION 2. Effectiveness
of Amendment.
This First Amendment
shall become effective on the date (the “Effective Date”) on which the Agent shall have received:
(a) this
First Amendment duly executed by each of the Company, the Agent and the Banks, and duly acknowledged by the Guarantor;
(b) for
the account of each Bank requesting the same, a Note of the Company conforming to the requirements of the Credit Agreement, and
reflecting the Revolving Loan Line Portion of such Bank after giving effect to this First Amendment, executed by a duly authorized
officer of the Company, provided, that such Bank shall return to the Company (as soon as practicable)
its Note being replaced, marked “Cancelled”;
(c) from
each Increasing Bank, the amounts required to be paid by such Increasing Bank pursuant to Section 3 below;
(d) with
a counterpart for each Bank, certified copies of the charter and by laws (or equivalent documents) of the Company, and of all corporate
authority for the Company (including board of director resolutions, evidence of the incumbency of officers and signature specimens
of officers) with respect to the execution, delivery and performance of this First Amendment and each other document to be delivered
by the Company from time to time in connection herewith, each dated as of the Effective Date with appropriate insertions and attachments,
reasonably satisfactory in form and substance to the Agent;
(e) with
a copy for each Bank, evidence of the existence, good standing and authority to transact business for the Company (i) from the
Secretary of State of New Jersey and (ii) from the Secretary of State of each other jurisdiction in which the failure of the Company
to be in good standing or to have the authority to transact business would result in a Material Adverse Effect;
(f) with
a counterpart for each Bank, an executed opinion addressed to the Agent and each of the Banks and dated the Effective Date and
covering such matters incident to the transactions contemplated by this First Amendment as the Agent and the Increasing Banks may
reasonably require;
(g) payment
from the Company, in immediately available funds, of any fees and other amounts (including, without limitation, pursuant to Section
11.03 of the Credit Agreement) payable by the Company in connection with the increase hereunder of the Revolving Loan Line Portions;
and
(h) a certificate
of an authorized officer of the Company as to the matters set forth in Section 6.02 of the Credit Agreement.
SECTION 3. Reallocation.
(a) Any Bank, the
Revolving Loan Line Portion of which is increased pursuant to this First Amendment (each, an “Increasing Bank”), shall
pay to the Agent on the Effective Date, in immediately available funds, an amount equal to the amount, if any, by which such Increasing
Bank’s Revolving Loan Line Portion Percentage (determined after giving effect to the adjustment of the Revolving Loan Line
Portions pursuant to Annex I hereto, including the increase of such Increasing Bank’s Revolving Loan Line Portion) of the
aggregate principal amount of the Revolving Loans and funded participation interests in Reimbursement Obligations to be outstanding
immediately upon the Effective Date exceeds the aggregate principal amount of Revolving Loans and funded participation interests
in Reimbursement Obligations owing to such Increasing Bank immediately prior to the Effective Date. Such amount paid by any such
Increasing Bank shall be deemed the purchase price for the acquisition by such Increasing Bank of such additional amount of Revolving
Loans and funded participation interests in Reimbursement Obligations from Banks whose Revolving Loan Line Portions are not increased
under this First Amendment (“Non Increasing Banks”) and, if applicable, other Banks. The Agent shall distribute
such amounts as received from the Increasing Banks as may be necessary so that the Revolving Loans and funded participation interests
in Reimbursement Obligations are held by the Increasing Banks and Non Increasing Banks in accordance with their respective Revolving
Loan Line Portion Percentages (determined after giving effect to the adjustment of Revolving Loan Line Portion Percentages pursuant
to Annex I hereto).
(b) Each Increasing
Bank and Non Increasing Bank (each, a “Selling Bank”) which receives a payment in connection with clause (a)
above shall be deemed to have sold and assigned, without recourse to such Selling Bank, to the applicable Increasing Banks (each,
a “Purchasing Bank”), and such Purchasing Banks shall be deemed to have purchased and assumed without recourse
to the Selling Banks, Revolving Loans and funded participation interests in Reimbursement Obligations in amounts such that after
giving effect thereto each Bank shall hold Revolving Loans and funded participation interests in Reimbursement Obligations in accordance
with its Revolving Loan Line Portion Percentage (determined after giving effect to the adjustment of Revolving Loan Line Portions
pursuant to Annex I hereto).
SECTION 4. Effect
of Amendment; Ratification; Representations; etc.
(a) On and
after the Effective Date, this First Amendment shall be a part of the Credit Agreement, all references to the Credit
Agreement in the Credit Agreement and the other Basic Documents shall be deemed to refer to the Credit Agreement as amended by
this First Amendment, and the term “this Agreement”, and the words “hereof”, “herein”, “hereunder”
and words of similar import, as used in the Credit Agreement, shall mean the Credit Agreement as amended hereby.
(b) Except
as expressly set forth herein, this First Amendment shall not constitute an amendment, waiver or consent with respect to any provision
of the Credit Agreement and the Credit Agreement is hereby ratified, approved and confirmed in all respects and remains in full
force and effect.
(c) In order
to induce the Agent and the Banks to enter into this First Amendment, each Company represents and warrants to the Agent and the
Banks that before and after giving effect to the execution and delivery of this First Amendment:
(i) the
representations and warranties of such Company set forth in the Credit Agreement and in the other Basic Documents are true and
correct in all material respects as if made on and as of the date hereof, except for those representations and warranties that
by their terms were made as of a specified date which were true and correct on and as of such date; and
(ii) no
Default or Event of Default has occurred and is continuing.
SECTION 5. Counterparts.
This First Amendment
may be executed by one or more of the parties to this First Amendment on any number of separate counterparts (including by facsimile
or email transmission of signature pages hereto), and all of said counterparts taken together shall be deemed to constitute one
and the same agreement. A set of the copies of this First Amendment signed by all the parties shall be lodged with the Company
and the Agent.
SECTION 6. Severability.
Any provision of this
First Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 7. GOVERNING
LAW.
THIS FIRST AMENDMENT
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. WAIVERS
OF JURY TRIAL.
EACH OF THE COMPANY,
THE AGENT AND THE BANKS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
THIS FIRST AMENDMENT AND FOR ANY COUNTERCLAIM THEREIN.
[Remainder of Page Intentionally Left
Blank; Signature Pages Follow]
IN WITNESS WHEREOF,
the parties hereto have caused this First Amendment to be duly executed as of the day and year first above written.
EMPIRE RESOURCES, INC.
By:
/s/ Sandra Kahn
Name: Sandra Kahn
Title: Vice President
COÖPERATIEVE CENTRALE
RAIFFEISEN-
BOERENLEENBANK B.A., “RABOBANK
NEDERLAND”, NEW YORK BRANCH, as
Agent and as a Non Increasing Bank
By: /s/ Xander Willemsen
Name: Xander Willemsen
Title: Executive Director
By: /s/ Sabrina Vasconcelos
Name: Sabrina Vasconcelos
Title: Vice President
BNP PARIBAS, as an Increasing Bank
By: /s/ Karlien Zumpolle
Name: Karlien Zumpolle
Title: Vice President
By: /s/ Bradley Dingwall
Name: Bradley Dingwall
Title: Director
SOCIÉTÉ GÉNÉRALE S.A.,
as an Increasing Bank
By: /s/ Barbara Paulsen
Name: Barbara Paulsen
Title: Managing Director
By: _________________________
Name:
Title:
ACKNOWLEDGED AND AGREED:
EMPIRE RESOURCES PACIFIC, LTD.
By: /s/ Sandra Kahn
Name: Sandra R. Kahn
Title: Vice President
Annex I to First Amendment
to Uncommitted Credit
Agreement
SCHEDULE A
TO
EMPIRE RESOURCES, INC.
CREDIT AGREEMENT
Revolving Loan Line Portions
| Banks |
Revolving Loan Line Portion |
Revolving Loan Line
Portion Percentage |
| Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch |
$35,000,000 |
38.8889% |
| BNP Paribas |
$31,000,000 |
34.4444% |
| Société Générale S.A. |
$24,000,000 |
26.6667% |
| Total |
$90,000,000 |
100.0000% |
Exhibit 99.1
EMPIRE RESOURCES, INC.
EMPIRE RESOURCES EXPANDS WORKING CAPITAL
CREDIT AGREEMENT TO
$275 MILLION
Fort Lee, NJ, December 18, 2014 — Empire Resources,
Inc. (NASDAQ: ERS), a distributor of value-added, semi-finished metal products, announced today that it has expanded its current
working capital credit agreement by $50 million to $275 million and amends the agreements that the Company entered into in June
2014 with a consortium of banks, led by Rabobank International as Lead Arranger and Administrative Agent and BNP Paribas as Syndication
Agent.
The amended credit agreement includes a committed credit facility,
which has been increased by $35 million to $185 million, and an uncommitted facility, which has been increased by $15 million to
$90 million. There are no changes to the interest rate or to the maturity date of the committed facility, which remains June 19,
2017.
Sandra Kahn, Vice President and CFO, commented, “We are
pleased to have secured this expanded working capital credit line from our world class bank group, which supports the current increasing
business levels and provides us with additional liquidity for potential volume opportunities.”
About Empire Resources, Inc.
Empire Resources, Inc. is a distributor of a wide range of semi-finished
metal products to customers in the transportation, automotive, housing, appliance and packaging industries in the U.S., Canada,
Latin America, Australia, New Zealand and Europe. The Company maintains supply contracts with mills in various parts of the world.
Forward-Looking Statements:
This press release contains "forward-looking statements."
Such statements may be preceded by the words "intends," "may," "will," "plans," "expects,"
"anticipates," "projects," "predicts," "estimates," "aims," "believes,"
"hopes," "potential" or similar words. Forward-looking statements are not guarantees of future performance,
are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond
the Company's control, and cannot be predicted or quantified and consequently, actual results may differ materially from those
expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties
associated with (i) the loss or default of one or more suppliers; (ii) the loss or default of one or more significant customers;
(iii) a default by counterparties to derivative financial instruments; (iv) changes in general, national or regional economic conditions;
(v) an act of war or terrorism that disrupts international shipping; (vi) changes in laws, regulations and tariffs; (vii) the imposition
of anti-dumping duties on products the Company imports; (viii) changes in the size and nature of the Company's competition; (ix)
changes in interest rates, foreign currencies or spot prices of aluminum; (x) the loss of one or more key executives; (xi) increased
credit risk from customers; (xii) the Company's failure to grow internally or by acquisition and (xiii) the Company's failure to
improve operating margins and efficiencies. More detailed information about the Company and the risk factors that may affect the
realization of forward-looking statements is set forth in the Company's filings with the Securities and Exchange Commission (SEC),
including the Company's Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged
to read these documents free of charge on the SEC's web site at http://www.sec.gov. The Company assumes no obligation to publicly
update or revise its forward-looking statements as a result of new information, future events or otherwise.
CONTACT: Investor Relations, Comm-Counsellors, LLC,
Edward Nebb, +1-203-972-8350, enebb@optonline.net, or June Filingeri, +1-203-972-0186, junefil@optonline.net; or Shareholders,
David Kronfeld, +1 917-408-1940, kronfeld@empireresources.com
Empire Resources, Inc. (NASDAQ:ERS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Empire Resources, Inc. (NASDAQ:ERS)
Historical Stock Chart
From Jul 2023 to Jul 2024
