Huntsman Corporation 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report was filed on December 23, 2013, by Huntsman Corporation and its wholly-owned subsidiary, Huntsman International LLC ("HI"). The filing discloses the entry into a material definitive agreement regarding a new debt issuance.
Key Financial Metrics and Debt Issuance
On December 23, 2013, HI issued €300,000,000 aggregate principal amount of 5.125% Senior Notes due 2021. The filing does not provide specific revenue, profit, cash flow, or margin data for the period.
- Instrument: 5.125% Senior Notes due 2021.
- Interest Rate: 5.125% per annum, payable semi-annually on April 15 and October 15, commencing April 15, 2014.
- Maturity Date: April 15, 2021.
- Use of Proceeds: Repayment of a portion of Term Loan C principal, payment of related fees and expenses, and general corporate purposes.
- Security Status: General unsecured senior obligations of HI, guaranteed on a general unsecured senior basis by the Guarantors.
Material Changes and Covenants
The Indenture imposes specific limitations on HI and its subsidiaries, including restrictions on:
- Incurring additional indebtedness secured by principal properties.
- Incurring indebtedness of non-guarantor subsidiaries.
- Entering into sale and leaseback transactions regarding principal properties.
- Consolidating, merging, or transferring substantially all properties and assets.
Outlook, Redemption, and Registration Rights
Redemption Terms: HI may redeem the Notes prior to January 15, 2021, at 100% of principal plus a "make-whole" premium. On or after January 15, 2021, they may be redeemed at 100% of principal plus accrued interest. In the event of a change of control, holders may require HI to repurchase the Notes at 101% of principal plus accrued interest.
Registration Rights: HI and the Guarantors agreed to file an exchange offer registration statement by September 19, 2014, to exchange the Notes for registered notes without transfer restrictions. If the exchange offer is not consummated, a shelf registration statement for resales must be filed and kept effective for two years.
Investor Verification Checklist
- Verify the exact amount of Term Loan C principal repaid using the net proceeds.
- Review the full text of the Indenture (Exhibit 4.1) for detailed covenant definitions and default provisions.
- Confirm the status of the exchange offer registration statement by the September 19, 2014 deadline.
- Assess the impact of the new €300 million debt obligation on the company's overall leverage ratios.