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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| Section 1 | Registrant’s Business and Operations |
| Item 1.01. ... | Entry into a Material Definitive Agreement. |
On January 28, 2021 (the “Effective Date”), Hexcel Corporation (the “Hexcel”) entered into the Second Amendment (the “Amendment”) to the Credit Agreement, dated as of June 20, 2019, by and among the Hexcel, as borrower, the lenders party thereto and Citizens Bank, N.A., as administrative agent, as amended by the First Amendment dated September 28, 2020 (the “Credit Agreement” and as amended by the Amendment the “Amended Credit Agreement”).
Pursuant to the Amendment, certain terms of the Credit Agreement were modified for a period beginning on the Effective Date to and including March 31, 2022 (unless earlier terminated by Hexcel in accordance with the Amended Credit Agreement, the “Liquidity Covenant Period”). During the Liquidity Covenant Period, Hexcel will not be subject to a maximum leverage ratio covenant, but will instead be required to maintain Liquidity (as defined in the Amended Credit Agreement) of at least $250,000,000. Additionally, during such period, Hexcel will be subject to limitations on share repurchases, cash dividends, and its ability to incur secured debt, in each case subject to certain exceptions; the applicable margin and commitment fees are increased; the incremental facility will not be available; and if Hexcel’s public debt rating is downgraded to (i) BB or lower by Standard & Poor’s and (ii) Ba2 or lower by Moody’s, Hexcel will be required to grant liens on certain of its assets, which liens will be released upon Hexcel’s public debt rating being upgraded to BB+ or higher by Standard & Poor’s or Ba1 or higher by Moody’s. Hexcel’s current public debt rating is BBB-/Baa3.
Additionally, the Amendment provides that Hexcel will not be subject to an interest coverage ratio covenant until the test period ending December 31, 2021. Finally, in connection with the Amendment, revolving commitments under the Amended Credit Agreement were reduced to $750,000,000.
The foregoing description does not constitute a complete summary of the Amendment or the Amended Credit Agreement and is qualified in its entirety by reference to the full text of the Amendment and Amended Credit Agreement, which are attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Section 9 | Financial Statements and Exhibits |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Exhibit Description |
| 10.1 | Second Amendment to Credit Agreement, dated as of January 28, 2021, by and among Hexcel Corporation, the lenders party thereto, and Citizens Bank, N.A., as administrative agent. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
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.
| HEXCEL CORPORATION | ||
| (Registrant) | ||
| Date: January 28, 2021 | ||
| /s/ Gail E. Lehman | ||
| Gail E. Lehman | ||
| Executive Vice President, General Counsel and Secretary | ||