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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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Definitive Agreement. |
On December 19, 2024, Kronos Worldwide, Inc. (“Kronos”), together with its direct or indirect operating subsidiaries Kronos Louisiana, Inc., Kronos (US), Inc., Kronos Canada, Inc., Kronos Europe NV, and Kronos Titan GmbH, entered into a third amendment (the “Third Amendment”) to its Credit Agreement dated as of April 20, 2021 (as previously amended, the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders a party thereto. The Credit Agreement provides for a $300 million asset-based revolving credit facility (the “credit facility”).
Among other things, the Third Amendment (i) amends the definition of Maturity Date and (ii) expands the definition of Notes Indenture to include the indenture governing the 9.50% Senior Secured Notes due 2029 issued by Kronos International, Inc., a wholly owned subsidiary of Kronos (“KII”). The amendment to the definition of Maturity Date now allows, subject to satisfaction of a minimum liquidity condition, the remaining 3.75% Senior Secured Notes due 2025 issued by KII to remain outstanding through their maturity date without triggering the maturity date under the credit facility. The general maturity date (July 17, 2029) of the credit facility was not amended. Except as described herein, the material terms of the Credit Agreement generally remain unchanged.
A copy of the Third Amendment is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference. The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Item No. |
| Description |
10.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
KRONOS WORLDWIDE, INC. | ||
(Registrant) | ||
Date: December 19, 2024 | By: | /s/ Tim C. Hafer |
Tim C. Hafer, | ||
Executive Vice President and Chief Financial Officer | ||
THIRD AMENDMENT TO
CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of December 19, 2024, by and among the lenders identified on the signature pages hereof ("Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), KRONOS WORLDWIDE, INC., a Delaware corporation ("Worldwide"), KRONOS LOUISIANA, INC., a Delaware corporation ("Kronos Louisiana"), KRONOS (US), INC., a Delaware corporation ("Kronos US"; together with Worldwide and Kronos Louisiana, are referred to hereinafter each individually as a "US Borrower", and individually and collectively, jointly and severally, as the "US Borrowers"), KRONOS CANADA, INC., a Canadian corporation ("Canadian Borrower"), KRONOS EUROPE NV, a public limited company (naamloze vennootschap / société anonyme) ("Belgian Borrower") and KRONOS TITAN GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) ("German Borrower"; together with US Borrowers, Canadian Borrower and Belgian Borrower, are referred to hereinafter each individually as a "Borrower", and individually and collectively as the "Borrowers").
WHEREAS, the Borrowers, Agent and Lenders are parties to that certain Credit Agreement dated as of April 20, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"); and
WHEREAS, the parties hereto have agreed to amend the Credit Agreement in certain respects, in each case, subject to the terms and conditions contained herein;
NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:
"Maturity Date" means the earliest of (i) July 17, 2029, (ii) Liquidity being less than the greater of (x) 17.5% of the Line Cap, and (y) $46,000,000 at any time during the 90 days prior to the final maturity of the 2025 Notes Debt, and (iii) 90 days prior to the final maturity of the Notes Debt (other than the 2025 Notes Debt) (or, to the extent the Notes Debt is repaid in full with proceeds of Refinancing Indebtedness, 90 days prior to the final maturity of such Refinancing Indebtedness).
"Notes Indenture" means, individually and collectively, (i) that certain Indenture dated as of September 13, 2017, among Kronos International, Inc., as Issuer, the guarantors named therein, Deutsche Bank Trust Company Americas, as trustee and collateral agent, and Deutsche Bank Trust Company Americas, as paying agent, transfer agent and registrar, as amended or modified from time to time in compliance with the terms hereof; and (ii) that certain Indenture dated as of February 12, 2024, among Kronos International, Inc., as Issuer, the guarantors named therein, Deutsche Bank Trust Company Americas, as trustee and collateral agent, and Deutsche Bank Trust Company Americas, as paying agent, transfer agent and registrar, as amended or modified from time to time in compliance with the terms hereof.
"2025 Notes Debt" means Indebtedness under the 3.75% Senior Secured Notes of Kronos International, Inc. due 2025 issued under the Notes Indenture.
"Liquidity" means the sum of unrestricted cash of Worldwide and its Subsidiaries plus Excess Availability less the outstanding balance of the 2025 Notes Debt.
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[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.
US BORROWERS: | KRONOS WORLDWIDE, INC., Name: Bryan A. Hanley Title: Senior Vice President and Treasurer |
| KRONOS LOUISIANA, INC., Name: Bryan A. Hanley Title: Senior Vice President and Treasurer |
| KRONOS (US), INC., Name: Bryan A. Hanley Title: Senior Vice President and Treasurer |
CANADIAN BORROWER | KRONOS CANADA, INC., Name: Bryan A. Hanley Title: Senior Vice President and Treasurer |
Signature Page to Third Amendment to Credit Agreement
BELGIAN BORROWER | KRONOS EUROPE NV, Name: Tim C. Hafer Title: Authorized Signatory |
GERMAN BORROWER | KRONOS TITAN GMBH, Name: Ulrich Kabelac Title: Managing Director By: /s/Rainer Gruber Name: Rainer Gruber Title: Managing Director |
Signature Page to Third Amendment to Credit Agreement
AGENT AND LENDERS | WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Agent, as Lead Arranger, and as Book Runner and as a Lender Name: Jake Elliott Name: Carmela Massari WELLS FARGO BANK, NATIONAL ASSOCIATION, LONDON BRANCH, as a Lender Name: Alison Powell WELLS FARGO CAPITAL FINANCE (UK) LIMITED, as a Lender Name: Alison Powell |
Signature Page to Third Amendment to Credit Agreement
| DEUTSCHE BANK AG, CANADA BRANCH, as a Lender Name: Philip Tancorra Title: Director |
| DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender Name: Suzan Onal Title: Director |
Signature Page to Third Amendment to Credit Agreement
CONSENT AND REAFFIRMATION
The undersigned hereby (i) acknowledge receipt of a copy of the foregoing Third Amendment to Credit Agreement (the "Amendment"); (ii) consent to each Borrower's execution and delivery of the Amendment; (iii) agree to be bound by the Amendment; and (iv) affirm that nothing contained therein shall modify in any respect whatsoever any Loan Documents (other than as specifically provided in the Amendment) to which the undersigned is a party and reaffirm that the Loan Documents to which it is a party shall continue to remain in full force and effect. Although the undersigned have been informed of the matters set forth herein and have acknowledged and agreed to same, the undersigned understand that Agent and Lenders have no obligation to inform the undersigned of such matters in the future or to seek the acknowledgment or agreement of the undersigned to future amendments, waivers or consents, and nothing herein shall create such a duty.
Kronos International, Inc. (i) confirms to each of the Secured Parties that the German Global Assignment Agreement and the German Security Transfer Agreement, to the extent it is a party to those agreements, shall remain in full force and effect and the amendments made to the Loan Documents by the Amendment shall not affect the validity (Wirksamkeit) and enforceability (Vollstreckbarkeit) of the German Global Assignment Agreement in any way, (ii) agrees, that upon and after the effectiveness of the Amendment, the German Global Assignment Agreement and the German Security Transfer Agreement shall secure any and all of the Obligations (including, without limitation, any such obligations owed to the Agent under the parallel debt undertaking under section 2.18 (Parallel Debt (German Law Provisions)) of the Credit Agreement and any such other obligation or liability to pay damages) which are or may become payable or owing in accordance with the Credit Agreement (including, but not limited to, any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt)) (the "Amended Secured Obligations", regardless of the definition of "Secured Obligations" contained in the German Global Assignment Agreement and/ or the German Security Transfer Agreement, including any amounts which exceed the obligations secured by the German Global Assignment Agreement and/ or the German Security Transfer Agreement prior to the date of the Amendment, and (iii) in particular with respect to the provisions of section 1210 paragraph 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) hereby (A) confirms to each of the Secured Parties, that the German Bank Account Pledge Agreements shall remain in full force and effect and the amendments made to the Loan Documents by the Amendment shall not affect the validity (Wirksamkeit) and enforceability (Vollstreckbarkeit) of the German Bank Account Pledge Agreements in any way and (B) agrees, that upon and after the effectiveness of this Amendment, the German Bank Account Pledge Agreements shall secure any and all of the Amended Secured Obligations, regardless of the definition of "Secured Obligations" contained in the German Bank Account Pledge Agreements, including any amounts which exceed the obligations secured by the German Bank Account Pledge Agreements prior to the date of the Amendment.
IN WITNESS WHEREOF, the undersigned has executed this Consent and Reaffirmation on and as of the date of the Amendment.
| KRONOS INTERNATIONAL, INC. By: /s/Bryan A. Hanley Name: Bryan A. Hanley Title: Senior Vice President and Treasurer |
| LOUISIANA PIGMENT COMPANY, L.P. Name: Bryan A. Hanley Title: Senior Vice President and Treasurer |
| KRONOS LPC, LLC Name: Bryan A. Hanley Title: Senior Vice President and Treasurer |