PHIBRO ANIMAL HEALTH CORPORATION Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
The Restated Credit Agreement amends and restates the Credit Agreement, dated as
of
Under the Restated Credit Agreement, the Lenders agree to extend credit to the
Company in the form of (i) Term A loans in an aggregate principal amount equal
to
The Credit Facilities were used to refinance all of the Term A loans and revolving credit facility amounts outstanding under the 2017 Credit Agreement and to pay fees and expenses of the transaction.
The Credit Facilities mature onApril 22, 2026 . The Term A Loans are repayable in quarterly installments as set forth below, with the balance payable at maturity. Payment Dates Quarterly Installment Amounts
Borrowings under the Credit Facilities bear interest at rates based on the ratio
of the Company's and its subsidiaries' consolidated first lien net indebtedness
to the Company's and its subsidiaries' consolidated EBITDA for applicable
periods specified in the Credit Facilities (the "First Lien Net Leverage
Ratio"). The interest rate per annum applicable to the loans under the Credit
Facilities will be based on a fluctuating rate of interest equal to the sum of
an applicable rate and, at the Company's election from time to time, either
(1) a base rate determined by reference to the highest of (a) the rate as
publicly announced from time to time by
The applicable rates under the Credit Facilities compare with the 2017 Credit Agreement are as follows:
Restated Credit Agreement 2017 Credit Agreement
First Lien Net Applicable rates* Applicable rates*
Leverage Ratio
Base Rate loans LIBOR loans Base Rate loans LIBOR loans
?3.50:1.00 1.00% 2.00% ?3.00:1.00 1.00% 2.00%
?2.25:1.00 and 0.75% 1.75% ?2.25:1.00 0.75% 1.75%
<3.50:1.00 and
<3.00:1.00
<2.25:1.00 0.50% 1.50% <2.25:1.00 0.50% 1.50%
* Range of applicable rates, depending upon the First Lien Net Leverage ratio
The Company must pay the Administrative Agent a quarterly commitment fee based upon the product of (i) the applicable rate as described below and (ii) the actual daily amount by which the aggregate revolving commitments exceed the sum of (A) the outstanding revolving credit loans under the Revolving Credit Facility and (B) obligations associated with any outstanding Letters of Credit in the applicable quarterly period. The Company also must pay the L/C Issuer fees based upon the amount available to be drawn under such letters of credit.
The applicable rate under the Credit Facilities with respect to the commitment fee described in the immediately preceding paragraph is equal to (x) 0.30% if the First Lien Net Leverage Ratio is greater than or equal to 3.50:1.00, (y) 0.25% if the First Lien Net Leverage Ratio is less 3.50:1.00 but greater than or equal to 2.25:1.00, and (z) 0.20% if the First Lien Net Leverage Ratio is less than 2.25:1.00.
The Restated Credit Agreement is subject to substantially the same affirmative and negative covenants and events of default as the 2017 Credit Agreement, subject to certain exceptions and thresholds set forth in the Restated Credit Agreement. The Credit Facilities are secured by substantially the same collateral as the collateral that secured the obligations under the 2017 Credit Agreement, subject to certain exceptions and thresholds.
The foregoing is a summary of the terms of the Restated Credit Agreement, and is qualified in its entirety by reference to the full text of the Restated Credit Agreement, a copy of which is attached as Exhibit 10.1, and is incorporated by reference herein.
The Restated Credit Agreement has been included as an exhibit to this Current Report on Form 8-K to provide you with information regarding its terms. The Restated Credit Agreement contains representations and warranties that the parties thereto made to the other parties thereto as of specific dates. The assertions embodied in the representations and warranties in the Restated Credit Agreement were made solely for purposes of the contract among the respective parties, and each may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms thereof. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to shareholders or may have been used for the purpose of allocating risk among the parties rather than establishing matters as facts.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
Amended and Restated Credit Agreement
As discussed in Item 1.01 above, on
The description of the material terms of the Restated Credit Agreement in Item 1.01 is incorporated by reference in this Item 2.03, and is qualified in its entirety by reference to the full text of the Restated Credit Agreement, a copy of which is attached hereto as Exhibit 10.1, and it incorporated by reference herein.
The information set forth under Item 1.01 of this report is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits Exhibit Number Description 10.1 Amended and Restated Credit Agreement, datedApril 22, 2021 99.1 Press Release, datedApril 22, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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