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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

March 10, 2023

Date of Report (Date of Earliest Event Reported)

 

The Chemours Company

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		001-36794		46-4845564
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
Of Incorporation)		File Number)		Identification No.)

 

1007 Market Street

Wilmington, Delaware 19801

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (302) 773-1000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Exchange on Which Registered
Common Stock ($0.01 par value)		CC		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company		☐

 

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.		☐

 

 

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Item 1.01. Entry into a Material Definitive Agreement.

 

On March 10, 2023, The Chemours Company (the “Company”) entered into Amendment No. 2 (“Amendment No. 2”) to the Amended and Restated Credit Agreement, dated as of April 3, 2018, as amended on October 7, 2021, by and among the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”). The Credit Agreement provides for a seven year senior secured term loan facility and a five year $800 million senior secured credit facility (the “Revolving Credit Facility”).

 

Amendment No. 2 replaces the interest rate benchmark from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”). All other material terms of the Credit Agreement remain the same.

 

The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2 which is filed as Exhibit 10.1 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 information set forth in Item 1.01 is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

10.1	Amendment No. 2, dated as of March 10, 2023, to the Amended and Restated Credit Agreement, dated as of April 3, 2018, as amended, among The Chemours Company, the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.*
104	Cover Page Interactive Data File (formatted as Inline XBRL).

 

* The Chemours Company has omitted certain schedules pursuant to Item 601(b)(2) of Regulation S-K and, upon request by the SEC, agrees to furnish supplementally to the SEC a copy of any omitted schedule.

 

 

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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.

 

 

THE CHEMOURS COMPANY
By:		/s/ Sameer Ralhan
		Sameer Ralhan
		Senior Vice President, Chief Financial Officer
Date:		March 15, 2023

 

 

 

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EXHIBIT 10.1

[EXECUTION VERSION]

 

 

AMENDMENT NO. 2 dated as of March 10, 2023 (this “Amendment”), among THE CHEMOURS COMPANY, a Delaware corporation (the “Borrower”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), to the Amended and Restated Credit Agreement dated as of April 3, 2018 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”), by and among the Borrower, the lending institutions from time to time parties thereto as Lenders (as defined therein) and Issuing Banks (as defined therein) and the Administrative Agent. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement, except as otherwise expressly set forth herein.

WHEREAS, certain loans, commitments and/or other extensions of credit under the Credit Agreement denominated in dollars and other currencies reasonably requested by the Borrower (collectively, the “Affected Currencies”) incur or are permitted to incur interest, fees or other amounts based on the London Interbank Offered Rate as administered by ICE Benchmark Administration (“LIBOR”) in accordance with the terms of the Credit Agreement; and

WHEREAS, the Administrative and the Borrower have determined, in accordance with Section 2.14(b) of the Credit Agreement, that LIBOR for the Affected Currencies should be replaced with an alternate rate of interest that gives due consideration to the prevailing market convention for determining a rate of interest for syndicated loans in the United States and that such changes shall become effective at or after 5:00 p.m. (New York City time) on the fifth Business Day after the date notice of such changes is provided to the Lenders (such time, the “Objection Deadline”), so long as the Administrative Agent has not received, by such time, written notice from a Majority in Interest of the Lenders of each Class stating that such Lenders object to such changes.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

 

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EXHIBIT 10.1

2

Notwithstanding anything to the contrary contained in the Amended Credit Agreement, (a) each Eurocurrency Loan (as defined in the Credit Agreement as in effect immediately prior to the Amendment Effective Date) denominated in dollars and outstanding on the Amendment Effective Date (each, an “Existing Eurocurrency Loan”) shall remain outstanding as such, until the expiration of the Interest Period (as defined in the Credit Agreement as in effect immediately prior to the Amendment Effective Date) applicable to such Existing Eurocurrency Loan, in accordance with, and subject to all of the terms and conditions of, the Credit Agreement as in effect immediately prior to the Amendment Effective Date, (b) interest on each such Existing Eurocurrency Loan shall continue to accrue to, and shall be payable on, each Interest Payment Date applicable thereto until the Interest Period for such Existing Eurocurrency Loan ends, in each case in accordance with Section 2.13 of the Credit Agreement as in effect immediately prior to the Amendment Effective Date, and (c) except as otherwise provided in the immediately succeeding sentence, all other provisions of the Credit Agreement as in effect immediately prior to the Amendment Effective Date relating to the determination and accrual of interest on such Existing Eurocurrency Loan shall continue in full force and effect with respect to such Existing Eurocurrency Loan (provided, however, that none of the provisions of Section 2.14 of the Credit Agreement as in effect immediately prior to the Amendment Effective Date (nor any of the provisions of Sections 1.08 and 2.14 of the Amended Credit Agreement) shall apply with respect to any Existing Eurocurrency Loan). From and after the Amendment Effective Date, (i) the Borrower shall not be permitted to request that any Lender fund, and no Lender shall fund, any Eurocurrency Loan denominated in dollars, (ii) no Existing Eurocurrency Loan may be continued as a Eurocurrency Loan and (iii) each Existing Eurocurrency Loan may be converted to a Term Benchmark Loan (as defined in the Amended Credit Agreement) or an ABR Loan (as defined in the Amended Credit Agreement) in accordance with Section 2.07 of the Amended Credit Agreement as if such Existing Eurocurrency Loan was a Term Benchmark Loan (as defined in the Amended Credit Agreement).

 

 

 

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EXHIBIT 10.1

3

 

 

 

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EXHIBIT 10.1

4

 

[Signature Pages Follow]

 

 

 

 

 

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EXHIBIT 10.1

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.

 

the chemours company
By
	/s/ Sameer Ralhan
	Name: Sameer Ralhan
	Title: Senior Vice President, Chief Financial Officer

 

 

[Signature Page to Amendment No. 2 to Chemours Credit Agreement]

 

 

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EXHIBIT 10.1

JPMORGAN CHASE BANK, N.A., as Administrative Agent
By
	/s/ James Shender
	Name: James Shender
	Title: Executive Director

 

 

[Signature Page to Amendment No. 2 to Chemours Credit Agreement]

 

 

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