Orion S.A. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Credit Agreement Amendment
On September, 30 2025 (the “Closing Date”), Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Borrower Representative”) and an indirect, wholly owned subsidiary of Orion S.A. (the “Company”), Goldman Sachs Bank USA, in its capacity as administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”), UniCredit Bank GmbH as sole coordinator, book runner and mandated lead arranger and sustainability coordinator (in such capacities, the “Amendment Arranger”) and the other Loan Parties party thereto entered into that certain fourteenth amendment (the “Fourteenth Amendment”), which amends the credit agreement originally dated as of July 25, 2014, as amended on August 7, 2014, September 29, 2016, May 5, 2017, May 31, 2017, November 2, 2017, May 3, 2018, October 29, 2018, April 2, 2019, September 30, 2021, May 26, 2022, May 11, 2023, August 16, 2023 and October 6, 2023 (as further amended, restated, supplemented or otherwise modified prior to the Closing Date) by and among the Borrowers (as defined therein), the Guarantors (as defined therein) from time to time party thereto, the several banks, other financial institutions and institutional investors from time to time party thereto and the Administrative Agent (the “Existing Credit Agreement” and, as amended by the Fourteenth Amendment, the “Credit Agreement”).
On the Closing Date, pursuant to the Fourteenth Amendment, the Borrower Representative, inter alia, (i) obtained €50,000,000 of incremental commitments under an Incremental Revolving Facility (as defined in the Credit Agreement), which Incremental Revolving Facility increased the existing Revolving Credit Facility (as defined in the Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date; and (ii) reset the First Lien Leverage Ratio (as defined in the Credit Agreement) financial covenant to (x) 5.00 to 1.00 in respect of any Test Period the last day of which falls on or before 31 December 2026 and (y) 4.50 to 1.00 thereafter.
Other than as described above, the loans under the Credit Agreement continue to have the same terms as provided under the Existing Credit Agreement. Additionally, the parties to the Credit Agreement continue to have the same obligations set forth in the Existing Credit Agreement.
The foregoing description of the Fourteenth Amendment and the Credit Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Fourteenth Amendment, a copy of which will be filed as an exhibit to the Company’s next periodic report and is incorporated by reference herein.
| 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 under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
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, thereunto duly authorized.
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ORION S.A. |
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By: | /s/ Jeff Glajch | ||
| Name: | Jeff Glajch |
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| Title: | Chief Financial Officer |
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Date: September 30, 2025