Current Report Filing (8-k)
September 24 2021 - 06:05AM
Edgar (US Regulatory)
false 0000094049 0000094049 2021-09-23
2021-09-23
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): 9/23/2021
STEPAN COMPANY
(Exact name of registrant as specified in its charter)
Commission File Number: 1-4462
Delaware
|
|
36-1823834
|
(State or other jurisdiction of incorporation)
|
|
(IRS Employer Identification No.)
|
1101 Skokie Boulevard, Suite 500, Northbrook, Illinois 60062
(Address of principal executive offices, including zip code)
(847) 446-7500
(Registrant’s telephone number, including area code)
(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 Instructions
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))
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of Each exchange on which registered
|
Common Stock, $1 par value
|
SCL
|
New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 2.03.
|
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
|
As previously disclosed, on June 10, 2021, Stepan Company
(“Stepan”) entered into a Note Purchase and Master Note Agreement
by and among Stepan, NYL Investors LLC, the Purchasers named in the
Purchaser Schedule attached thereto (the “Initial Purchasers”) and
each other New York Life Affiliate (as defined therein) from time
to time party thereto (the “Agreement”). On September 23,
2021, pursuant to the Agreement, Stepan issued and sold to the
Initial Purchasers $50 million in aggregate principal amount
of its 2.37% Senior Notes, Series 2021-B, due September 23, 2028
(the “Notes”).
The Notes will bear interest at a fixed rate of 2.37% with interest
to be paid semi-annually. Principal amortization for the Notes is
contractually scheduled with equal annual payments beginning on
September 23, 2024 and on each September 23 thereafter to and
including September 23, 2027, with the outstanding principal
balance due at maturity on September 23, 2028.
As previously disclosed, the Agreement requires the maintenance of
certain financial ratios and covenants that are similar to Stepan’s
existing long-term debt and provides for customary events of
default. Generally, if an event of default occurs, subject to
certain exceptions, the holders of more than 51% in aggregate
principal amount of the Notes outstanding under the Agreement may
declare all Notes to be immediately due and payable. Stepan may at
any time and from time to time prepay all or a portion of the Notes
at 100% of the principal amount so prepaid, together with interest
accrued thereon to the date of such prepayment, plus a make-whole
premium. In addition, as previously disclosed, Stepan Specialty
Products, LLC, a wholly-owned subsidiary of Stepan (“Stepan
Specialty Products”), and Stepan Surfactants Holdings, LLC, a
wholly-owned subsidiary of Stepan (“Stepan Surfactants Holdings”),
entered into a subsidiary guaranty (the “Subsidiary Guaranty”)
whereby Stepan Specialty Products and Stepan Surfactants Holdings
agreed to guarantee Stepan’s obligations under the Notes and the
Agreement.
The foregoing summary of the terms of the Agreement and the
Subsidiary Guaranty is qualified in its entirety by reference to
the full text of the Agreement and the Subsidiary Guaranty, which
are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively,
and incorporated herein by reference.
Item
9.01.
|
Financial Statements and Exhibits.
|
(d)Exhibits
|
|
Exhibit
|
Description
|
10.1
|
Note Purchase and Master
Note Agreement dated as of June 10, 2021, by and among Stepan
Company, NYL Investors LLC and the purchasers thereto (incorporated
by reference to Exhibit 10.2 to the Current Report on Form 8-K of
the Company filed on June 14, 2021)
|
10.2
|
Subsidiary Guaranty dated
as of June 10, 2021 by and between Stepan Specialty Products, LLC
and Stepan Surfactants Holdings, LLC relating to the Note Purchase
and Master Note Agreement dated as of June 10, 2021, by and among
Stepan Company, NYL Investors LLC and the purchasers thereto
(incorporated by reference to Exhibit 10.4 to the Current Report on
Form 8-K of the Company filed on June 14, 2021)
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL
document)
|
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.
|
|
|
|
|
|
STEPAN COMPANY
|
Date: September 24, 2021
|
|
|
|
By:
|
|
/s/ David G. Kabbes
|
|
|
|
|
|
|
David G. Kabbes
|
|
|
|
|
|
|
Vice President, General Counsel and Secretary
|
Stepan (NYSE:SCL)
Historical Stock Chart
From Apr 2022 to May 2022
Stepan (NYSE:SCL)
Historical Stock Chart
From May 2021 to May 2022