FMC CORP: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

0

ARTICLE 1.01. CONCLUSION OF A DEFINITIVE MATERIAL AGREEMENT

Revolving credit agreement

On June 17, 2022, FMC Corporation (the "Company") entered into a Fifth Amended
and Restated Credit Agreement (the "Credit Agreement") among the Company, as
U.S. Borrower, certain foreign subsidiaries of the Company party thereto, as
Euro Borrowers (the "Euro Borrowers" and together with the Company, the
"Borrowers"), the lenders (the "Lenders") and issuing banks party thereto,
Citibank, N.A., as administrative agent, Citibank, N.A. and BofA Securities,
Inc., as joint lead arrangers, Bank of America, N.A., as syndication agent, and
certain other financial institutions party thereto as co-documentation agents
(collectively, the "Credit Parties"). The Credit Agreement amended and restated
the Fourth Amended and Restated Credit Agreement, dated as of May 26, 2021, by
and among the Credit Parties.

The Credit Agreement provides for a $2.0 billion revolving credit facility, $400
million of which is available for the issuance of letters of credit for the
account of the Borrowers and $50 million of which is available for swing loans
to certain of the Borrowers, with an option, subject to certain conditions and
limitations, to increase the aggregate amount of the revolving credit
commitments to $2.75 billion (the "Revolving Credit Facility"). The Revolving
Credit Facility is a senior unsecured obligation that ranks equally with the
Company's other senior unsecured obligations. The issuance of letters of credit
and the proceeds of revolving credit loans made pursuant to the Revolving Credit
Facility are available and will be used for general corporate purposes of the
Company and its subsidiaries.

Amounts under the Revolving Credit Facility may be borrowed, repaid and
re-borrowed from time to time until the current termination date of the
Revolving Credit Facility on June 17, 2027, which is the date five years after
the Revolving Credit Facility's effective date of June 17, 2022. The Company
also has the option, subject to certain conditions and prior to each of the
first and second anniversaries of such effective date, to extend the termination
date of the Revolving Credit Facility to the date that is one year after the
current termination date. Voluntary prepayments and commitment reductions under
the Revolving Credit Facility are permitted at any time without payment of any
prepayment fee upon proper notice and subject to minimum dollar amounts.

Revolving loans under the Credit Agreement will bear interest at a floating
rate, which will be (i) a base rate, (ii) Adjusted Term SOFR (defined as the
forward-looking SOFR term rate published by CME Group Benchmark Administration
Limited plus 0.10% per annum subject to a floor of zero) or (iii) EURIBOR, plus,
in each case, an applicable margin, as determined in accordance with the
provisions of the Credit Agreement. The base rate will be the highest of: (i)
the rate of interest announced publicly by Citibank, N.A. in New York, New York
from time to time as its "base rate"; (ii) the federal funds effective rate plus
1/2 of 1.00%; or (iii) Adjusted Term SOFR for a one-month tenor plus 1.00%. The
Company is required to pay a facility fee on the average daily amount (whether
used or unused) of each Lender's revolving credit commitment from the effective
date for such Lender until the termination date of such Lender at a rate per
annum equal to an applicable percentage in effect from time to time for the
facility fee, as determined in accordance with the provisions of the Credit
Agreement. The initial facility fee is 0.125% per annum. The applicable margin
and the facility fee are subject to adjustment as provided in the Credit
Agreement.

The Revolving Credit Facility is unsecured, except that the Company has provided
the Lenders a guaranty with respect to payment of the loans made to the Euro
Borrowers and the swing loan borrowers under the Credit Agreement. The Credit
Agreement contains financial and other covenants, including a maximum leverage
ratio and minimum interest coverage ratio, and includes limitations on, among
other things, liens, fundamental changes, changes in the nature of the Company's
business and compliance with certain anti-corruption laws, anti-money laundering
laws and regulations or executive orders administered by the United States
Department of the Treasury's Office of Foreign Assets Control or other similar
economic sanctions administered or enforced by the European Union, Her Majesty's
Treasury of the United Kingdom or the United Nations Security Council. The
Credit Agreement also contains certain representations, warranties and events of
default, in each case as set forth in the Credit Agreement.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is filed as Schedule 10.1 to this Current Report on Form 8-K.

Some of the Lenders and their affiliates have various relationships with the
Company involving the provision of financial services, including cash
management, investment banking and trust and leasing services. In addition, the
Company has entered into interest rate, foreign exchange and energy derivative
arrangements with some of the Lenders and their affiliates.


ARTICLE 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OF A HOLDER

The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.

ARTICLE 9.01. FINANCIAL STATEMENTS AND APPENDICES

(d) Exhibits

————————————————– ——————————

      Exhibit Number                                          Description
           10.1                    Fifth Amended and Restated Credit

Agreement, dated June 17,

                                 2022, among FMC Corporation, certain 

subsidiaries of CMF Company

                                 party thereto, the lenders and issuing banks party thereto, and
                                 Citibank, N.A., as Administrative Agent for such lenders.



————————————————– ——————————

© Edgar Online, source Previews

Share.

Comments are closed.