Form 8-K SENSIENT TECHNOLOGIES For: Oct 01
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
October 1, 2018
(Date of Report/Date of earliest event reported)
SENSIENT TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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WISCONSIN
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1-7626
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39-0561070
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5304
(Address and zip code of principal executive offices)
(414) 271-6755
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
| ITEM 1.01 |
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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The information set forth under Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
| ITEM 2.03 |
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
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On October 1, 2018, Sensient Receivables LLC and Sensient Technologies Corporation entered into Amendment No. 3 to Receivables Purchase Agreement (the
“Amendment”) among Sensient Receivables, as the seller, Sensient Technologies, as the initial servicer and the performance guarantor, and Wells Fargo Bank, National Association (“Wells Fargo”), as the purchaser. The Receivables Purchase
Agreement, as amended, together with a Receivables Sale Agreement and Performance Undertaking, establish the terms and conditions of a trade receivables securitization program (the “Receivables Securitization Program”).
The Amendment amends the Receivables Securitization Program to, among other things, (a) increase the maximum aggregate amount Wells Fargo purchases under
the Receivables Securitization Program for outstanding uncollected receivables at any time from $60 million to $70 million, and (b) extend the expiration date of the Receivables Securitization Program from October 1, 2018 until October 1, 2019.
The foregoing summary is qualified in its entirety by reference to the Amendment. For a complete description of the terms and conditions of the
Amendment, please refer to the Amendment, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS.
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The following exhibit is furnished with this Current Report on Form 8-K:
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Exhibit 10.1:
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Amendment No. 3 to Receivables Purchase Agreement, dated as of October 1, 2018, among Sensient Receivables LLC, Sensient Technologies Corporation,
and Wells Fargo Bank, National Association
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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.
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SENSIENT TECHNOLOGIES CORPORATION
(Registrant)
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By:
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/s/ John J. Manning
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Name:
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John J. Manning
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Title:
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Vice President, General Counsel and Secretary
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Date:
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October 1, 2018
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EXHIBIT INDEX
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Amendment No. 3 to Receivables Purchase Agreement, dated as of October 1, 2018, among Sensient Receivables LLC, Sensient Technologies
Corporation, and Wells Fargo Bank, National Association
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Exhibit 10.1
Execution Version
AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT, dated as of October 1, 2018 (this “Amendment”), is by and among Sensient Receivables LLC, a
Delaware limited liability company (“Seller”), Sensient Technologies Corporation, a Wisconsin corporation (“STC”), as initial Servicer and as the Performance Guarantor, and (c) Wells Fargo Bank, National Association, a national banking association (together with its
successors and assigns, the “Purchaser”).
RECITALS
WHEREAS, the Seller, the Servicer and the Purchaser are parties to that certain Receivables Purchase Agreement, dated as of October 3, 2016 (as amended prior to the date hereof, the “Existing Purchase Agreement” and, as amended hereby and from time to time hereafter amended, restated or otherwise modified, the “Purchase Agreement”); and
WHEREAS, the parties wish to amend the Purchase Agreement as hereinafter set forth;
NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Purchase Agreement.
2. Amendments. The Existing Purchase Agreement is hereby amended as follows:
(a) The definition of “Default Horizon Ratio” is hereby amended and restated in its entirety to read as follows:
“Default Horizon Ratio”
means, as of any Cut-Off Date, the ratio (expressed as a decimal) computed by dividing (i) the aggregate sales generated by the Originators during the last four and one-half (4.5) months ending on such Cut-Off Date, by (ii) the Net Pool Balance
as of such Cut-off Date.
(b) Clause (c) of the definition of “Eligible Receivable” is hereby amended to delete “5%” where it appears and to substitute in lieu thereof “15%.” In addition, (i)
applicability of clause (o) of the definition of “Eligible Receivable” to Receivables originated by the Cosmetics Division of Sensient
Colors LLC is hereby waived through October 31, 2018, and (ii) Section 5.1(o) and the first sentence of Section 6.2(b) of the Purchase
Agreement shall only apply to Receivables originated by the Cosmetics Division of Sensient Colors LLC at any time after October 31, 2018 when they are included as Eligible Receivables in the Net Pool Balance.
(c) The definition of “Facility Limit” is hereby amended to delete “$60,000,000” where it appears and to substitute in lieu thereof “$70,000,000.”
(d) The definition of “Facility Termination Date” is hereby amended and restated in its entirety to read as follows:
“Facility Termination Date” means the earlier of (i) October 1, 2019, and (ii) the Amortization Date.
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Execution Version
(e) The definition of “Receivable” is hereby amended to delete the following sentence at the end thereof:
Notwithstanding the foregoing, in no event will the term “Receivable” include any indebtedness or obligation owing from Nestle USA Inc. and/or Nestle Purina Petcare Company or any of its direct or indirect subsidiaries or affiliates to Sensient
Flavors LLC arising prior to the later to occur of November 15, 2017 and the date on which such obligations and indebtedness cease being sold by Sensient Flavors LLC to Bank of America, N.A. or its affiliates (as reasonably demonstrated by the
Servicer to the Purchaser).
(f) Exhibit I to the Existing Purchase Agreement is
hereby amended to delete the following fifth paragraph at the beginning thereof:
The parties agree that although receivables generated by the Cosmetics
Division of Sensient Colors LLC shall constitute “Receivables” for purposes of the Transaction Documents, in no event shall they be included in any Servicer Report as either Eligible Receivables or ineligible Receivables or in the computation or
any reserve or ratio under this Agreement.
(g) Exhibit IV to the Existing Purchase Agreement is
hereby amended and restated in its entirety to read as set forth in Annex A to this Amendment.
3. Effect of Amendment. Except as specifically amended hereby, the Existing Purchase Agreement and all exhibits and schedules attached thereto and the Performance Undertaking shall remain in full force and effect. This
Amendment shall not constitute a novation of the Purchase Agreement or the Performance Undertaking, but shall constitute an amendment to thereto.
4. Conditions Precedent. Effectiveness of this Amendment is subject to the prior or contemporaneous satisfaction of each of the following conditions precedent:
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Wells shall have received: (i) counterparts hereof, duly executed by each of the parties hereto and consented to by the Purchaser, and (ii) payment in immediately
available funds of a fully-earned and non-refundable amendment fee equal to 5 basis points multiplied by $70,000,000.
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Each of the representations and warranties contained in Section 5 of this Amendment shall be true and correct.
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Execution Version
5. Representations and Warranties. Each of the Performance Guarantor, the Seller and the Servicer hereby represents and warrants to the Purchaser that each of the representations and warranties made by it or on its
behalf in the Purchase Agreement or the Performance Undertaking, as applicable, were true and correct when made and are true and correct, in all material respects, on and as of the date of this Amendment with the same full force and effect as if
each of such representations and warranties had been made by it on the date hereof and in this Amendment, and the Performance Undertaking is hereby ratified and confirmed. The representations and warranties set forth above shall survive the
execution of this Amendment.
6. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW.
7. CONSENT TO JURISDICTION. EACH PARTY TO THIS AMENDMENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE AGREEMENTS, AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES
ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
8. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT, THE PURCHASE AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.
9. Binding Effect. Upon execution and delivery of a counterpart hereof by each of the parties hereto, and the satisfaction of the conditions precedent set forth in Section 5 hereof, this Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy).
10. Legal Fees. In addition to its obligations under the Purchase Agreement, the Seller agrees to pay all reasonable out-of-pocket costs and expenses incurred by the Purchaser, in connection with the negotiation,
preparation, execution and delivery of this Amendment within 30 days after receipt of a reasonably detailed invoice therefor.
11. Counterparts; Severability; Section References. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to
be an original and all of which when taken together shall constitute one and the same Amendment. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed
counterpart of a signature page to this Amendment. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
<Signature pages follow>
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Execution Version
IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers or attorneys-in-fact as of the date hereof.
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SENSIENT RECEIVABLES LLC, as Seller
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By:
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Name:
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Title:
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SENSIENT TECHNOLOGIES CORPORATION, as the Servicer and the Performance Guarantor
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By:
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Name:
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Title:
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Execution Version
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WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Purchaser
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By:
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Name:
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Title:
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Execution Version
Annex A
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Bank Name and Address
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Lock-Box Address (if
applicable)
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Lock-Box and/or
Collection Account #
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Account Name
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Wells Fargo Bank
P.O. Box 63020,
San Francisco, CA 94163
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4015 Solutions Center, Chicago, IL 60677-4000
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Sensient Receivables LLC
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Bank of America
100 West 33rd Street, New York, NY 10001
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62453 Collections Center Drive,
Chicago, IL 60693
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Sensient Receivables LLC
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Bank of America
100 West 33rd Street, New York, NY 10001
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62455 Collections Center Drive,
Chicago, IL 60693
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Sensient Receivables LLC
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Wells Fargo Bank
P.O. Box 63020,
San Francisco, CA 94163
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PO Box 934701, Atlanta, GA 31193-4701
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Sensient Receivables LLC
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