Item 1.01. Entry into a Material Definitive Agreement.
On
The Amendment Agreement amends the Existing Credit Agreement to, among other
things, (i) amend the financial covenants therein to permit the Company to
(a) maintain a first lien secured gross leverage ratio (in lieu of a first lien
secured net leverage ratio) of up to a ratio that varies by fiscal quarter,
ranging between 6.65:1.00 and 5.75:1.00 in 2020, 6.25:1.00 and 4.25:1.00 in
2021, 3.50:1.00 in the first quarter of 2022 and 3.25:1.00 thereafter, tested
quarterly on a pro forma trailing twelve month basis, (b) maintain an interest
coverage ratio of as low as a ratio that varies by fiscal quarter, ranging
between 1.40:1.00 and 1.75:1.00 in 2020, 2.10:1.00 and 1.55:100 in 2021,
2.70:1.00 in the first quarter of 2022 and 3:00:1.00 thereafter, tested
quarterly on a pro forma trailing twelve month basis and (c) from and after
In connection with the Amendment Agreement, the Company paid amendment fees to its lenders in an amount equal to 0.30% of the aggregate principal amount of term loans and revolving commitments outstanding under the Amended Credit Agreement held by each lender party to the Amendment Agreement.
The description of the Amendment Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the Amendment Agreement, which is filed as Exhibit 10.1 and incorporated herein by reference.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events.
On the Amendment Effective Date, the Company issued a press release announcing the transactions described herein. A copy of the Company's press release is furnished herewith 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 Second Amendment to Amended and Restated Credit Agreement, dated as ofJune 5, 2020 , amongRayonier Advanced Materials Inc. , as Holdings,Rayonier A.M. Products Inc. andRayonier Performance Fibers, LLC , as Borrowers, certain subsidiaries ofRayonier Advanced Materials Inc. party thereto, the lenders and L/C issuers party thereto andBank of America, N.A ., as Administrative Agent. 99.1 Press Release entitled "Rayonier Advanced Materials Announces Credit Agreement Amendment Providing Extended Financial Covenant Relief and Additional Liquidity" issuedJune 5, 2020 . 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
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