UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of exchange | ||
| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 31, 2023, Innospec Inc. (the “Company”) and certain subsidiaries of the Company (together with the Company, the “Borrowers”) entered into a Multicurrency Revolving Facility Agreement with various lenders (the “Agreement”) which replaces the Company’s credit facility agreement dated September 26, 2019 (the “Pre-Existing Credit Agreement”).
The Agreement provides for a $250,000,000 four-year multicurrency revolving loan facility available to the Borrowers (the “Facility”). The Agreement also contains an accordion feature whereby the Company may elect to increase the total available borrowings by an aggregate amount of up to $125,000,000. The termination date of the Facility is May 30, 2027, but the Company has an option to request an extension of the Facility for a further year.
Amounts borrowed under the Facility will be used for general corporate and working capital purposes of the Company and to fund future acquisitions.
The obligations of the Borrowers under the Agreement are unsecured obligations but are guaranteed by the Company and certain of its subsidiaries. The Agreement contains customary representations, covenants and events of default, which are broadly consistent with those in the Pre-Existing Credit Agreement, although Term SOFR and SONIA now apply to drawings made in U.S. dollars and British pounds respectively rather than LIBOR. The initial margin added to the interest rate for loans issued under the Agreement has been increased to 1.25%.
Amounts available under the Facility may be borrowed in U.S. dollars, Euros, British pounds and other freely convertible currencies.
The Company will pay a customary upfront arrangement fee to its lenders and reimbursement of certain expenses, as well as a fee to the coordinating bank.
This description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 10.1 to this report 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. |
See Item 1.01 above, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
| Number |
Description |
Method of Filing | ||
| 10.1 | Press Release dated May 31, 2023 Innospec Closes On New $250 Million Credit Facility. | Filed Herewith | ||
| 10.2 | Extension Request for Multicurrency Revolving Facility Agreement and Confirmation. | Filed Herewith | ||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are 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.
| INNOSPEC INC. | ||||||
| Date: May 31, 2023 | By: | /s/ David B. Jones | ||||
| David B. Jones | ||||||
| Senior Vice President, General Counsel and Chief Compliance Officer | ||||||