Item 1.01 Entry into a Material Definitive Agreement.
Amendments to Credit Facilities
On
In addition, on
The Second Amendments increase financial and liquidity flexibility in particular for the next few quarters that may be negatively impacted by COVID-19. Among other things, the Second Amendments:
• increased the consolidated leverage ratios (as defined in the respective Credit Agreements) on a quarterly basis, from 3.00 to 1.0 to 3.50 to 1.0 as of theSeptember 30, 2020 fiscal quarter end, 4.50 to 1.0 as of theDecember 31, 2020 andMarch 31, 2021 fiscal quarter ends, 4.00 to 1.0 as of theJune 30, 2021 fiscal quarter end, 3.50 to 1.0 as of theSeptember 30, 2021 fiscal quarter end, 3.00 to 1.0 as of each fiscal quarter end thereafter and 3.00 to 1.0 following any restricted payment (other than a permitted tax distribution) or permitted acquisition byCiner Wyoming and its subsidiaries, with respect to the Second Ciner Wyoming Amendment, or the Partnership or its subsidiaries, with respect to the Second Ciner Resources Amendment (for each period, the "Limit"); • added additional restrictions to (i) certain restricted payments (which includes cash dividends, distributions or other restricted payments) by requiring the consolidated leverage ratio, both before and after giving effect to such restricted payment, to be less than 2.50 to 1.0 (previously 3.00 to 1.0), (ii) permitted acquisitions by requiring that the consolidated leverage ratio, both before and after giving effect to a permitted acquisition, be less than 2.50 to 1.0, and (iii) with respect to only the Ciner Wyoming Credit Agreement, liens by restricting the grant of any lien on any mineral right or mineral reserve, subject to certain exceptions; • added a covenant applicable only to the Ciner Wyoming Credit Agreement that states if the consolidated leverage ratio thereunder is: (i) below 3.50 to 1.0 as of the end of any fiscal quarter, any borrowings under the Ciner Wyoming Credit Agreement will be unsecured; or (ii) greater than or equal to 3.50 to 1.0 as of the end of any fiscal quarter, any borrowings under the Ciner Wyoming Credit Agreement will be secured by substantially all ofCiner Wyoming's personal property, subject to certain customary exceptions, provided, that any such security shall be released upon achievement of a consolidated leverage ratio less than 2.00:1.0 at the end of any fiscal quarter (prior to the Second Ciner Wyoming Amendment, a consolidated leverage ratio in excess of 3.00 to 1.0 for a quarterly period would constitute an event of default, whereas following effectiveness of the Second Ciner Wyoming Amendment, for each quarterly period where the consolidated leverage ratio is permitted to be in excess of 3.50 to 1.0, a consolidated leverage ratio in excess of 3.50 to 1.0 for such quarterly period would not by itself constitute an event of default so long as the Limit is otherwise adhered to, but would permit the administrative agent and lenders to obtain a lien on certain personal property ofCiner Wyoming );
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• modified procedures for transition to a benchmark other than the Eurodollar rate to determine the applicable interest rate;
• added an interest rate floor of 0.50%; and
• increased interest pricing to allow for higher consolidated leverage ratios.
In connection with the Second Ciner Wyoming Amendment, on
The disclosures of the Credit Agreement Amendments set forth in this Item 1.01 do not purport to be complete descriptions of the Credit Agreement Amendments and are subject to and qualified in their entirety by reference to the full text of the Second Ciner Wyoming Amendment, the Second Ciner Resources Amendment and the Amended Master Agreement, copies of which are attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated by reference in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures set forth above under Item 1.01 are incorporated herein by reference in this Item 2.03.
Item 8.01 Other Events.Ciner Corp to Exit ANSAC
As previously disclosed, the Partnership was informed on
On
Historically, by design and prior to our exit from ANSAC, ANSAC managed most of
our international sales, marketing and logistics, and as a result, was our
largest customer for the year ended
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to leverage
Post-ANSAC International Export Capabilities
In accordance with the ANSAC Early Exit Agreement,
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. Statements
other than statements of historical facts included in this Current Report on
Form 8-K that address activities, events or developments that the Partnership
expects, believes or anticipates will or may occur in the future are
forward-looking statements. Forward-looking statements include all statements
that are not historical facts and in some cases may be identified by the use of
forward-looking terminology such as the words "believe," "expect," "plan,"
"intend," "seek," "anticipate," "estimate," "predict," "forecast," "project,"
"potential," "continue," "may," "will," "could," "should" or the negative of
these terms or similar expressions. Such statements are based only on the
Partnership's current beliefs, expectations and assumptions regarding the future
of the Partnership's business, projections, anticipated events and trends, the
economy and other future conditions. Because forward-looking statements relate
to the future, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are outside of the
Partnership's control. The Partnership's actual results and financial condition
may differ materially from those implied or expressed by these forward-looking
statements. Consequently, you are cautioned not to place undue reliance on any
forward-looking statement because no forward-looking statement can be
guaranteed. Factors that could cause the Partnership's actual results to differ
materially from the results contemplated by such forward-looking statements
include: changes in general economic conditions, the Partnership's ability to
meet its expected quarterly distributions, changes in the Partnership's
relationships with its customers, including ANSAC, the demand for soda ash and
the opportunities for the Partnership to increase its volume sold, the
development of glass and glass making product alternatives, changes in soda ash
prices, operating hazards, unplanned maintenance outages at the Partnership's
production facility, construction costs or capital expenditures exceeding
estimated or budgeted costs or expenditures, the effects of government
regulation, tax position, and other risks incidental to the mining and
processing of trona ore, and shipment of soda ash, the impact of a cybersecurity
event, the impact of
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Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description Second Amendment to Credit Agreement, dated as ofJuly 27, 2020 , amongCiner Wyoming LLC , as borrower,PNC Bank, National Association , as administrative agent, swing line 10.1 lender and l/c issuer, and the lenders party thereto. Second Amendment to Credit Agreement, dated as ofJuly 27, 2020 , amongCiner Resources LP , as borrower,PNC Bank, National Association , as administrative agent, swing line 10.2 lender and l/c issuer, and the lenders party thereto. Amendment Number 001 toMaster Loan and Security Agreement, dated as ofJuly 27, 2020 , by and betweenBanc of America Leasing & Capital, LLC , as lender, andCiner Wyoming LLC , as 10.3 borrower.
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