UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 12, 2024 (the “Closing Date”), Koppers Inc. (“Koppers” or the “Company”), a wholly-owned subsidiary of Koppers Holdings Inc. (“Holdings”), entered into Amendment No. 3 (“Amendment No. 3”) to the Credit Agreement, dated June 17, 2022, with Holdings, certain lenders and letter of credit issuers, PNC Bank, National Association, as revolving administrative agent, collateral agent and swingline loan lender, and Wells Fargo Bank, National Association, as term administrative agent (as amended by that certain Amendment No. 1, dated April 10, 2023 and that certain Amendment No. 2, dated October 11, 2023, the “Credit Agreement”).
Among other things, as more fully set forth therein, Amendment No. 3: (i) provides for the incurrence of incremental term loans in an aggregate principal amount of $100,000,000 to be used for general corporate purposes, thereby increasing the aggregate principal amount of the term loan facility to $497,005,000 (the “Term Loan B Facility”); (ii) effectively reduces the interest rate margins applicable to the Term Loan B Facility by 50 basis points from 3.50 percent with a floor of 50 basis points (0.50 percent) to 3.00 percent with a floor of 50 basis points (0.50 percent), in the case of adjusted Term SOFR Rate or adjusted Daily Simple SOFR loans, and from 2.50 percent with a floor of 1.50 percent to 2.00 percent with a floor of 1.50 percent, in the case of alternate base rate loans; and (iii) removes the credit spread adjustment of 10 basis points (0.10 percent) for the Term Loan B Facility. Prepayments of the Term Loan B Facility within the first six months after the Closing Date will be subject to a prepayment premium in an amount equal to 1.00 percent of the principal amount of the Term Loan B Facility being prepaid.
All other material terms, conditions and covenants under the Credit Agreement remain unchanged.
The foregoing description of Amendment No. 3 does not purport to be a complete statement of the parties’ rights and obligations under Amendment No. 3. The foregoing description of Amendment No. 3 is qualified in its entirety by reference to Amendment No. 3, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. On April 15, 2024, the Company issued a press release regarding Amendment No. 3, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is 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. |
The description of the terms of Amendment No. 3 set forth above in Item 1.01 is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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.
| KOPPERS HOLDINGS INC. | ||||||
| Date: April 15, 2024 | By: | /s/ Jimmi Sue Smith | ||||
| Jimmi Sue Smith Chief Financial Officer | ||||||