THE CHEMOURS COMPANY

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CHEMOURS CO : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (form 8-K)

11/27/2020 | 05:20pm

Item 1.01 Entry into a Material Definitive Agreement.



The information set forth in Item 8.01 of this Current Report on Form 8-K
regarding the Purchase Agreement (as defined below), the 2020 Base Indenture (as
defined below), the 2020 First Supplemental Indenture (as defined below), the
Fifth Supplemental Indenture (as defined below) and the Notes (as defined below)
is incorporated herein by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under



Off-Balance Sheet Arrangement of a Registrant.



The information set forth in Item 8.01 of this Current Report on Form 8-K
regarding the Notes is incorporated herein by reference.



Item 8.01 Other Events



Offering of 5.750% Senior Notes due 2028



On November 27, 2020, The Chemours Company (the "Company") closed the private
offering (the "Offering") of $800,000,000 aggregate principal amount of the
Company's 5.750% Senior Notes due 2028 (the "Notes"), pursuant to the Purchase
Agreement (the "Purchase Agreement"), dated as of November 12, 2020, by and
among the Company, the guarantors named therein (the "Guarantors") and J.P.
Morgan Securities LLC
, as representative of the several initial purchasers named
therein. The Notes were issued pursuant to the Indenture, dated as of
November 27, 2020 (the "2020 Base Indenture"), between the Company and U.S. Bank
National Association
, as trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture setting forth the terms of the Notes, dated as of
November 27, 2020, among the Company, the Guarantors and the Trustee (the "2020
First Supplemental Indenture" and, together with the 2020 Base Indenture, the
"Indenture"). The net proceeds from the Offering are expected to be used,
together with cash on hand, to repurchase or redeem, as applicable, all of the
Company's outstanding 6.625% Senior Notes due 2023 (the "2023 Notes").



The Notes were offered in the United States to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), outside the United States pursuant to Regulation S under the
Securities Act and to institutional accredited investors (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act) in reliance on a private
placement exemption from registration under Section 4(a)(2) and/or Rule 506 of
Regulation D of the Securities Act. The Notes have not been and will not be
registered under the Securities Act or any state securities laws and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements or a transaction not subject to the
registration requirements of the Securities Act or any state securities laws.



The Company will pay interest on the Notes, semi-annually in arrears on May 15
and November 15 of each year, beginning on May 15, 2021. The Notes will mature
on November 15, 2028.



The Company may redeem the Notes, in whole or in part, from time to time at its
option, prior to November 15, 2023, at redemption prices equal to 100% of the
aggregate principal amount of the Notes to be redeemed, plus the applicable
"make-whole" premium and accrued and unpaid interest, if any, to, but excluding,
the redemption date. Also, at any time prior to November 15, 2023, the Company
may redeem up to 35% of the aggregate principal amount of the Notes with the net
cash proceeds from certain equity offerings at a price equal to 105.750% of the
principal amount of such Notes, plus accrued and unpaid interest, if any, to,
but excluding, the redemption date. On or after November 15, 2023, the Company
may redeem the Notes, in whole or in part, from time to time at its option, at
the redemption prices set forth in the Indenture, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date. In the event of the
occurrence of both (1) a Change of Control (as defined in the Indenture) and
(2) a related lowering of the rating of the Notes by either of the Ratings
Agencies (as defined in the 2020 First Supplemental Indenture) within a
specified period, unless the Company has previously exercised its optional
redemption right with respect to the Notes in whole, the Company will be
required to offer to repurchase the Notes from the holders at a price in cash
equal to 101% of the then outstanding principal amount of the Notes, plus
accrued and unpaid interest, if any, to, but excluding, the date of repurchase.



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The Indenture includes certain covenants, including limitations on the Company's
ability to create certain liens on its assets or consolidate, merge or sell all
or substantially all of its assets, subject to a number of important exceptions
as specified in the Indenture. The Notes are unsecured and unsubordinated
obligations of the Company and rank equally with all of the Company's existing
and future unsecured and unsubordinated indebtedness outstanding from time to
time. The Indenture contains customary event of default provisions.



2023 Notes Amendments



On November 27, 2020, the Company, the Guarantors and the Trustee entered into
the Fifth Supplemental Indenture (the "Fifth Supplemental Indenture") to the
base indenture, dated as of May 12, 2015 (the "2015 Base Indenture"), among the
Company, the guarantors party thereto, the Trustee, Elavon Financial Services
DAC
, UK Branch, as the Paying Agent and Elavon Financial Services DAC, as the
Registrar. The Fifth Supplemental Indenture effects certain amendments (the
"2023 Notes Amendments") to the 2015 Base Indenture, as supplemented by the
First Supplemental Indenture (the "First Supplemental Indenture"), dated as of
May 12, 2015, among the Company, the Guarantors and the Trustee, setting forth
the terms of the 2023 Notes. Holders representing a majority of the aggregate
principal amount of the 2023 Notes outstanding (excluding any 2023 Notes owned
by the Company or any Guarantor or by any person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any Guarantor) consented to the 2023 Notes Amendments.



The 2023 Notes Amendments amend the 2015 Base Indenture, as supplemented by the
First Supplemental Indenture, to shorten the minimum notice period: (i) for any
optional redemption of the 2023 Notes by the Company on or after May 15, 2018,
from at least 30 days but not more than 60 days to at least two business days
but not more than 60 days; and (ii) for any optional redemption of the 2023
Notes by the Company at any time, following a tender offer for all of the
outstanding 2023 Notes at a price of at least 100% of the principal amount of
the 2023 Notes tendered and where at least 90% in aggregate principal amount of
the outstanding 2023 Notes have tendered, from at least 30 days but not more
than 60 days to at least one business day but not more than 60 days.



The foregoing descriptions of the Purchase Agreement, the 2020 Base Indenture,
the 2020 First Supplemental Indenture, the Fifth Supplemental Indenture and the
Notes do not purport to be complete and are qualified in their entirety by
reference to the full text of these documents, which are filed as Exhibits 1.1,
4.1, 4.2, 4.3 and 4.4 respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.



On November 25, 2020, the Company issued a press release announcing the early
tender results of the previously announced tender offer and consent solicitation
and receipt of the requisite consents to approve the 2023 Notes Amendments, a
copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference. On November 27, 2020 the Company issued a
press release announcing the completion of the Offering, a copy of which is
attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated
herein by reference.



Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit 1.1 Purchase Agreement, dated as of November 12, 2020, by and among
The Chemours Company, the guarantors named therein and the several
initial purchasers named therein.

Exhibit 4.1 Indenture, dated as of November 27, 2020, between The Chemours
Company
and U.S. Bank National Association, as trustee.

Exhibit 4.2 First Supplemental Indenture, dated as of November 27, 2020, among
The Chemours Company, the guarantors named therein and U.S. Bank
National Association
, as trustee.

Exhibit 4.3 Fifth Supplemental Indenture, dated as of November 27, 2020, among
The Chemours Company, the guarantors named therein, U.S. Bank
National Association
, as trustee, Elavon Financial Services DAC, UK
Branch, as the Paying Agent and Elavon Financial Services DAC, as
the Registrar.



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Exhibit 4.4 Specimen 5.750% Senior Notes Due 2028 (included in Exhibit 4.2).


Exhibit 99.1 Press release dated as of November 25, 2020 issued by The
Chemours Company
.

Exhibit 99.2 Press release dated as of November 27, 2020 issued by The
Chemours Company
.

Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL



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