Item 1.01 Entry into a Material Definitive Agreement. 2021 Ciner Wyoming Credit Facility OnOctober 28, 2021 ,Ciner Wyoming LLC , aDelaware limited liability company ("Ciner Wyoming"), entered into a new$225.0 million senior secured revolving credit facility (the "Ciner Wyoming Credit Facility") with each of the lenders listed on the respective signature pages thereof andBank of America, N.A ., as administrative agent, swing line lender and letter of credit issuer. The Ciner Wyoming Credit Facility matures onOctober 28, 2026 . The Ciner Wyoming Credit Facility provides, among other things: •a sublimit up to$40.0 million for the issuance of standby letters of credit and a sublimit up to$20.0 million for swingline loans; •an accordion feature that enables Ciner Wyoming to increase the revolving borrowings under the Ciner Wyoming Credit Facility by up to an additional$250.0 million (subject to certain conditions); •in addition to the aforementioned revolving borrowings an ability to incur up to$225 million of additional term loan facility indebtedness to finance Ciner Wyoming's capacity expansion capital expenditures; (subject to certain conditions); •a pledge by Ciner Wyoming of substantially all of Ciner Wyoming's assets (subject to certain exceptions), including: (i) all present and future shares of any subsidiaries of Ciner Wyoming (whether now existing or hereafter created) and (ii) all personal property of Ciner Wyoming (subject to certain conditions); •contains various covenants and restrictive provisions that limit (subject to certain exceptions) Ciner Wyoming's ability to: (i) incur certain liens or permit them to exist; (ii) incur or guarantee additional indebtedness; (iii) make certain investments and acquisitions related to Ciner Wyoming's operations inWyoming ); (iv) merge or consolidate with another company; (v) transfer, sell or otherwise dispose of assets, (vi) make distributions; (vii) change the nature of Ciner Wyoming's business; and (viii) enter into certain transactions with affiliates; •a requirement to maintain a quarterly consolidated leverage ratio of not more than 3.25:1:00; provided, however, subject to certain conditions, Ciner Wyoming shall have the ability to increase the maximum consolidated leverage ratio to 3.75:1.00 for a year while Ciner Wyoming is undertaking capacity expansion capital expenditures; •a requirement to maintain a quarterly consolidated interest coverage ratio of not less than 3.00:1.00; and •customary events of default including (i) failure to make payments required under the Ciner Wyoming Credit Facility, (ii) events of default resulting from failure to comply with covenants and financial ratios, (iii) the occurrence of a voluntary change of control as a result of which Ciner Wyoming is directly or indirectly controlled by persons or entities not currently directly or indirectly controlling Ciner Wyoming, (iv) the institution of insolvency or similar proceedings against Ciner Wyoming, and (v) the occurrence of a cross default under any other material indebtedness Ciner Wyoming may have. Upon the occurrence of an event of default, in their discretion, the Ciner Wyoming Credit Facility lenders may exercise certain remedies, including, among others, accelerating the maturity of any outstanding loans, accrued and unpaid interest and all other amounts owing and payable such that all amounts thereunder will become immediately due and payable, and if not timely paid upon such acceleration, to charge Ciner Wyoming a default rate of interest on all amounts outstanding under the Ciner Wyoming Credit Facility. Upon the occurrence of an involuntary change of control and after the passage of time as specified in the Ciner Wyoming Credit Facility, Ciner Wyoming's debt thereunder would be accelerated. In addition, loans under the Ciner Wyoming Credit Facility (other than any swingline loans) will bear interest at Ciner Wyoming's option at either: •a base rate, which equals the highest of (i)Bank of America's prime rate, (ii) the federal funds rate then in effect on such day, plus 0.50%; (iii) one-month Bloomberg Short-Term Bank Yield Index ("BSBY") adjusted daily rate, plus -------------------------------------------------------------------------------- 1.0%; and (iv) 1.0%, plus, in each case, an applicable margin range from 0.50% to 1.75% based on the consolidated leverage ratio of Ciner Wyoming; or •a BSBY rate for interest periods of one, three or six months, plus, in each case, an applicable margin range from 1.50% to 2.75% based on the consolidated leverage ratio of Ciner Wyoming. In addition, if a BSBY rate ceases to exist for any period, loans under the Ciner Wyoming Credit Facility will bear interest based on alternative indexes (including the secured overnight financing rate), plus an applicable margin. The unused portion of the Ciner Wyoming Credit Facility is subject to a quarterly fee ranging from 0.225% to 0.350% based on the consolidated leverage ratio of Ciner Wyoming. Third Amendment to Ciner Wyoming Equipment Financing Arrangement OnOctober 28, 2021 , in connection with the entry into the Ciner Wyoming Credit Facility (which replaced the Prior Ciner Wyoming Credit Facility),Ciner Wyoming Banc of America Leasing & Capital , LLC, as lender (the "Equipment Financing Lender"), entered into the Third Amendment to the Master Loan and Security Agreement, dated as ofMarch 25, 2020 (as amended, the "Master Agreement"), in order to amend and restate all covenants that are based upon a specified level or ratio relating to assets, liabilities, indebtedness, rentals, net worth, cash flow, earnings, profitability, or any other accounting-based measurement or test to conform with the Ciner Wyoming Credit Facility. In the ordinary course of their respective businesses, the lenders under the Ciner Wyoming Credit Facility and the Master Agreement and their respective affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with Ciner Wyoming for which they have in the past and/or may in the future receive customary compensation and expense reimbursement. The foregoing descriptions of the Ciner Wyoming Credit Facility and Third Amendment to the Master Agreement are qualified in their entirety by reference to the complete text of the Ciner Wyoming Credit Facility and Third Amendment to the Master Agreement, copies of which are filed herewith as Exhibits 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description Credit Agreement, dated as ofOctober 28 ,
2021, by and among Ciner Wyoming
LLC, the lenders listed on the respective signature pages
thereof and
10.1 as administrative agent, swing line lender
and a letter of credit issuer
Amendment Number 003 toMaster Loan and
Security Agreement, dated as of
October 28, 2021 by and between Banc of
10.2 lender, andCiner Wyoming LLC , as borrower. 104 Cover Page Interactive Data File (embedded
within the Inline XBRL document).
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