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
Date
of report (date of earliest event reported):
June 25, 2015
|
| ACETO
CORPORATION |
|
(Exact name of registrant as specified in its charter) |
| New
York |
000-04217 |
11-1720520 |
(State
or other jurisdiction
of
incorporation)
|
(Commission File No.) |
(I.R.S.
Employer
Identification
No.)
|
| 4
Tri Harbor Court, Port Washington, NY 11050 |
| (Address
of principal executive offices) |
Registrant’s
telephone number, including area code:
(516) 627-6000
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 (see General Instruction A.2. below):
☐ 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))
Item
1.01 Entry into a Material Definitive Agreement.
On June
25, 2015, Aceto Corporation entered into Amendment No. 1 (the “Amendment”) to its Credit Agreement, dated as of April
30, 2014 (together with the Amendment, the “Amended Credit Agreement”), with the lenders which from time to time are
parties to the Amended Credit Agreement (collectively, the “Lenders”), JPMorgan Chase Bank, N.A., as administrative
agent for the Lenders and Wells Fargo Bank, National Association as Syndication Agent.
The Amended
Credit Agreement includes the following changes:
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Increases the aggregate revolving commitment under the existing
credit facility from $60 million to $75 million. |
The foregoing
description does not purport to be complete and is qualified in its entirety by reference to the full text of the document 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.
Reference
is made to Item 1.01 hereof, which is hereby incorporated herein.
Item
9.01 Financial Statements and Exhibits.
| (d) |
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Exhibits. |
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| Exhibit No. |
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Description |
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| 10.1 |
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Amendment No. 1 to Credit Agreement, dated as of June 25, 2015,
by and among Aceto Corporation, JPMorgan Chase Bank, N.A. as administrative agent, and the Lenders. |
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.
Date:
June 25, 2015
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ACETO
CORPORATION
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Registrant |
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By: |
/s/Salvatore Guccione |
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Salvatore
Guccione |
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President
and CEO |
EXECUTION
COPY
AMENDMENT
NO. 1
Dated
as of June 25, 2015
to
CREDIT
AGREEMENT
Dated
as of April 30, 2014
THIS
AMENDMENT NO. 1 (this “Amendment”) is made as of June 25, 2015 by and among Aceto Corporation (the “Borrower”),
Aceto Agricultural Chemicals Corporation, Rising Pharmaceuticals, Inc. and Pack Pharmaceuticals, LLC (collectively with the Borrower,
the “Loan Parties”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank,
N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of
April 30, 2014 by and among the Loan Parties, the Lenders and the Administrative Agent (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS,
the Borrower has requested that the requisite Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement;
WHEREAS,
the Loan Parties, the Lenders party hereto and the Administrative Agent have so agreed on the terms and conditions set forth herein;
NOW,
THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Loan Parties, the Lenders party hereto and the
Administrative Agent hereby agree to enter into this Amendment.
1. Amendments
to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 2
below, the parties hereto agree that the Credit Agreement is hereby amended as follows:
(a) Section
1.01 of the Credit Agreement is amended to add the following definition thereto in the appropriate alphabetical order:
“Amendment
No. 1 Effective Date” means June 25, 2015.
(b) The
definition of “Revolving Commitment” appearing in Section 1.01 of the Credit Agreement is amended to restate
the final sentence thereof in its entirety to read as follows:
The
aggregate amount of the Lenders’ Revolving Commitments as of the Amendment No. 1 Effective Date is $75,000,000.
(c) Section
2.17 of the Credit Agreement is amended to add the following as a new clause (j) thereof:
(j) Certain
FATCA Matters. For purposes of determining withholding Taxes imposed under FATCA, from and after the Amendment No. 1 Effective
Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat)
this Agreement and the Loans as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation
Section 1.1471-2(b)(2)(i) or 1.1471-2T(b)(2)(i).
(d) Schedule
2.01 to the Credit Agreement is amended and restated in its entirety in the form of Schedule 2.01 attached hereto as Annex
A.
2. Conditions
of Effectiveness. The effectiveness of this Amendment is subject to the following conditions precedent:
(a) The
Administrative Agent shall have received counterparts of this Amendment duly executed by the Loan Parties, the Lenders, the Issuing
Banks, the Swingline Lender and the Administrative Agent.
(b) The
Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and
dated the effective date of this Amendment) of DLA Piper LLP, counsel for the Loan Parties, covering such matters relating to
the Loan Parties or the Credit Agreement (including the Credit Agreement as amended by this Amendment) as the Administrative Agent
shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.
(c) The
Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the Loan Parties, the authorization of this Amendment and
the Transactions and any other legal matters relating to such Loan Parties or the Credit Agreement (including the Credit Agreement
as amended by this Amendment), all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) The
Administrative Agent shall have received, for the account of each Lender party hereto that delivers its executed signature page
to this Amendment by no later than the date and time specified by the Administrative Agent, an upfront fee in an amount equal
to the amount previously agreed upon by the Borrower and disclosed to the Lenders.
(e) The
Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates’
fees and out-of-pocket expenses (including, to the extent invoiced, reasonable fees, charges and disbursements of counsel for
the Administrative Agent) in connection with the Loan Documents and required to be paid pursuant to the Credit Agreement.
(f) The
Administrative Agent shall have made such reallocations of each Lender’s Applicable Percentage of the Revolving Exposure
under the Credit Agreement as are necessary in order that the Revolving Exposure with respect to such Lender reflects such Lender’s
Applicable Percentage of the Revolving Exposure under the Credit Agreement as amended hereby. The Borrower hereby agrees to compensate
each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the assignment of any Eurocurrency
Loans and the reallocation described in this clause (f), in each case on the terms and in the manner set forth in Section 2.16
of the Credit Agreement.
3. Representations
and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows:
(a) This
Amendment and the Credit Agreement as modified hereby constitute legal, valid and binding obligations of such Loan Party and are
enforceable against such Loan Party in accordance with their terms except to the extent that enforcement may be limited by applicable
bankruptcy, reorganization, moratorium, insolvency and similar laws affecting creditors’ rights generally or by equitable
principles of general application, regardless of whether considered in a proceeding in equity or at law.
(b) As
of the date hereof and after giving effect to the terms of this Amendment, (i) the representations and warranties of the Loan
Parties set forth in the Loan Documents, as amended hereby, are true and correct in all material respects (or, in the case of
any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) with the same effect as though
made on and as of the date of this Amendment (it being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct only as of such specified date) and (ii) no Default
or Event of Default has occurred and is continuing.
4. Reference
to and Effect on the Credit Agreement.
(a) Upon
the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean
and be a reference to the Credit Agreement as amended hereby.
(b) Each
Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain
in full force and effect.
(c) Except
with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the
Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection
therewith.
(d) This
Amendment is a Loan Document under (and as defined in) the Credit Agreement.
5. Consent
and Reaffirmation. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of
the undersigned Loan Parties consents to the Amendment and reaffirms the terms and conditions of the Credit Agreement, the Security
Agreement, the Pledge Agreement and any other Loan Document executed by it and acknowledges and agrees that the Credit Agreement,
the Security Agreement, the Pledge Agreement and each and every such Loan Document executed by the undersigned in connection with
the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed.
6. Governing
Law. This Amendment shall be governed by and construed in accordance with the internal laws (and not the law of conflicts)
of the State of New York.
7. Headings.
Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
8. Counterparts.
This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page
of this Amendment by telecopy, e-mailed.pdf or any other electronic means that reproduces an image of the actual executed signature
page shall be effective as delivery of a manually executed counterpart of this Amendment.
[Signature
Pages Follow]
IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers
as of the day and year first above written.
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ACETO CORPORATION, |
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as the Borrower |
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By: |
/s/ Salvatore J. Guccione |
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Name: |
Salvatore J. Guccione |
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Title: |
Chief Executive Officer |
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ACETO AGRICULTURAL CHEMICALS CORPORATION, |
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as a Loan Party |
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By: |
/s/ Steven Rogers |
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Name: |
Steven Rogers |
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Title: |
President |
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RISING PHARMACEUTICALS, INC., |
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as a Loan Party |
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By: |
/s/ Douglas Roth |
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Name: |
Douglas Roth |
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Title: |
Vice President, Treasurer & Secretary |
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PACK PHARMACEUTICALS, LLC, |
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as a Loan Party |
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By: |
/s/ Douglas Roth |
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Name: |
Douglas Roth |
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Title: |
Vice President, Treasurer & Secretary |
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Signature
Page to Amendment No. 1 to
Credit Agreement dated as of April 30, 2014
Aceto Corporation
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JPMORGAN CHASE BANK, N.A., |
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individually as a Lender, as the Swingline Lender,
as an |
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Issuing Bank and as Administrative Agent |
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By: |
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Name: |
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Title: |
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Signature
Page to Amendment No. 1 to
Credit Agreement dated as of April 30, 2014
Aceto Corporation
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WELLS FARGO BANK, NATIONAL ASSOCIATION, |
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individually as a Lender and as an Issuing Bank |
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By: |
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Name: |
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Title: |
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Signature
Page to Amendment No. 1 to
Credit Agreement dated as of April 30, 2014
Aceto Corporation
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CITIBANK, N.A., |
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as a Lender |
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By: |
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Name: |
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Title: |
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Signature
Page to Amendment No. 1 to
Credit Agreement dated as of April 30, 2014
Aceto Corporation
ANNEX
A
SCHEDULE
2.01
Commitments
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| REVOLVING | |
| LENDER | |
| COMMITMENT | |
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| JPMORGAN CHASE BANK, N.A. | |
$ | 31,730,769.24 | |
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| WELLS FARGO BANK, NATIONAL ASSOCIATION | |
$ | 31,730,769.24 | |
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| CITIBANK, N.A. | |
$ | 11,538,461.54 | |
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| AGGREGATE COMMITMENTS | |
$ | 75,000,000.00 | |