| Item 1.01. |
Entry into Material Definitive Agreement.
|
On March 18, 2021, NewMarket Corporation, a Virginia
corporation (the “Company”), completed the public offer and sale of
$400,000,000 in aggregate principal amount of its 2.700% Senior
Notes due 2031 (the “Notes”). The Company intends to use the net
proceeds from the offering for the repayment or redemption of its
$350 million in aggregate principal amount of 4.10% Senior
Notes due 2022 and for general corporate purposes. The Notes were
offered and sold pursuant to the Company’s shelf registration
statement on Form S-3,
which became effective on March 2, 2021 (File No. 333-253774).
The Notes were issued pursuant to an Indenture, dated as of
March 18, 2021 (the “Base Indenture”), between the Company and
Wells Fargo Bank, National Association, as trustee (the “Trustee”),
as supplemented by a First Supplemental Indenture, dated as of
March 18, 2021 (the “First Supplemental Indenture” and,
together with the Base Indenture, the “Indenture”), between the
Company and the Trustee. Interest on the Notes is payable
semi-annually on March 18 and September 18, commencing
September 18, 2021, and the Notes mature on March 18,
2031. The Notes are general unsecured senior obligations of the
Company and rank equally with the Company’s other unsecured senior
indebtedness. The Company may, at its option and from time to time,
redeem all or any portion of the Notes at the prices specified in
the Indenture. The Company may be required to make an offer to
purchase the Notes upon the occurrence of a “change of control
triggering event” as described in the Indenture.
The Indenture includes certain customary covenants that, among
other things, limit the Company’s and its subsidiaries’ ability to
grant liens to secure indebtedness or engage in sale and leaseback
transactions and the Company’s ability to merge or consolidate
with, or convey, transfer or lease all or substantially all of its
assets to, a third party. Each of these limitations is subject to
certain important qualifications and exceptions. The Indenture also
includes certain customary events of default. The occurrence of an
event of default will either automatically, in certain instances,
or upon declaration by the Trustee or the holders of not less than
25% in aggregate principal amount of the Notes at the time
outstanding, in other instances, cause the acceleration of the
amounts due under the Notes.
The foregoing description of the Notes and the Indenture does not
purport to be complete and is qualified in its entirety by
reference to the Base Indenture and the First Supplemental
Indenture and the form of the Notes, copies of which are filed as
Exhibits 4.1, 4.2 and 4.3, respectively, hereto and are
incorporated herein by reference.
| Item 2.03. |
Creation of Direct Financial Obligation.
|
The information set forth in Item 1.01 above with respect to the
Notes and the Indenture is incorporated by reference into this Item
2.03 insofar as it relates to the creation of a direct financial
obligation.
The Notes were sold pursuant to an Underwriting Agreement dated
March 4, 2021 (the “Underwriting Agreement”) by and among the
Company and BofA Securities, Inc. and J.P. Morgan Securities LLC,
as representatives of the several underwriters named in Schedule A
thereto. The Underwriting Agreement contains customary
representations, warranties and covenants of the Company,
conditions to closing, indemnification rights and obligations of
the parties, and termination provisions.
The foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Underwriting Agreement, a copy of which is filed
as Exhibit 1.1 hereto and is incorporated herein by reference.
A copy of the opinion delivered by McGuireWoods LLP, counsel to the
Company, regarding the legality of the Notes is filed as Exhibit
5.1 hereto.