BALCHEM CORP: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

On July 27, 2022 (the “Closing Date”), Balchem ​​Companya Maryland
corporation (“Balchem”), has entered into an amended and restated credit agreement (the “Credit Agreement”) between the following parties:

Balchem;


  • BCP Ingredients, Inc., a Delaware corporation, ABERCO, INC., a Maryland
    corporation, SensoryEffects, Inc., a Delaware corporation, Albion
    Laboratories, Inc., a Nevada corporation, and SensoryEffects Cereal Systems,
    Inc., a Delaware corporation (each, a "Domestic Guarantor");


  • JPMorgan Chase Bank, N.A., as administrative agent (the "Agent"); and


  • JPMorgan Chase Bank, N.A., Bank of America, N.A., Farm Credit Services of
    America, PCA, KeyBank National Association, and Wells Fargo Bank, National
    Association (each, a "Lender").


The Credit Agreement amends and reaffirms that certain Credit Agreements, dated June 27, 2018among, among others, Balchemthe National Guarantors, the Agent and the lenders parties thereto (the “Existing Credit Agreement”).

Balchem and its affiliates (including the National Guarantors) have no material relationship with the Agent or the Lenders, other than with respect to the Credit Agreement, the Existing Credit Agreement and ancillary agreements. relating thereto.

The following is a summary of the terms and conditions of the Credit Agreement and certain ancillary agreements and instruments contemplated therein:

• The credit agreement provides that an aggregate principal amount of up to $550

    million (the "Senior Credit Facility") will be available through a revolving
    credit facility. The Senior Credit Facility will be available from time to
    time until the fifth anniversary of the Closing Date. The Senior Credit
    Facility may be split into two tranches consisting of (i) a U.S. tranche
    available to Balchem in U.S. dollars only and (ii) a foreign tranche available
    to Balchem and certain of its foreign subsidiaries in Euros and certain other
    foreign alternative currencies.


• The Senior Credit Facility includes (i) a $10 million sub-limit for the

    issuance of standby letters of credit denominated in U.S. dollars and
    alternative currencies (each, a "Letter of Credit") and (ii) a $10 million
    sublimit for swing line loans denominated in U.S. dollars (each, a "Swing Line
    Loan"). Balchem must repay each Swing Line Loan in full no later than 10
    business days after such loan is made.


Balchem may from time to time add one or more increments of additional duration

    loans to the Senior Credit Facility and/or increase the revolving commitments
    under the Senior Credit Facility, subject to the satisfaction of certain
    conditions.  The aggregate principal amount of all incremental facilities must
    not exceed $250 million.


• Proceeds from the Senior Credit Facility which Balchem shot on the fence

   Date were used solely to refinance certain of Balchem's indebtedness as of the
   Closing Date,


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including full payment of all outstanding debts under the existing credit agreement. Proceeds from the Senior Credit Facility which Balchem withdrawals after the closing date may only be used to provide ongoing working capital and for other general corporate purposes Balchem and its subsidiaries.

  • The Senior Credit Facility will terminate and all amounts outstanding
    thereunder will be due and payable in full five years after the Closing Date.



  • The interest rates per annum applicable to the Senior Credit Facility (other
    than in respect of Swing Line Loans) will be, at Balchem's option, (i)
    Relevant Rate (as defined below) plus the Applicable Rate (as defined below),
    (ii) the Base Rate (as defined below) plus the Applicable Rate, or (iii) the
    Adjusted Daily Simple RFR (as defined below) plus the Applicable Rate.  Each
    Swing Line Loan will bear interest at the Base Rate plus the Applicable Rate
    for Base Rate loans.  "Adjusted Daily Simple RFR" means a rate per annum equal
    to Adjusted Daily Simple SOFR (defined as a rate per annum equal to (a) Daily
    Simple SOFR plus 0.10%). "Applicable Rate" means a percentage per annum
    determined in accordance with the pricing grid set forth below based on
    Balchem's Consolidated Net Leverage Ratio (as defined below). "Base Rate"
    means for any day a fluctuating rate per annum equal to the highest of (a) the
    NYFRB Rate plus 0.50%, (b) the Prime Rate and (c) the Adjusted Term SOFR Rate
    for a one-month Interest Period as published two U.S. Government Securities
    Business Days prior to such day plus 1.0%. "Relevant Rate" means (i) with
    respect to any Term Benchmark Borrowing denominated in U.S. dollars, the
    Adjusted Term SOFR Rate (defined as a rate per annum equal to (a) the Term
    SOFR Rate for such interest period plus 0.10%), (ii) with respect to any Term
    Benchmark Borrowing denominated in Euros, the Adjusted EURIBOR Rate (defined
    as a rate per annum equal to (a) the EURIBOR Rate for such interest period
    multiplied by the Statutory Reserve Rate), or (iii) with respect to any RFR
    Borrowing denominated in Dollars, the applicable Adjusted Daily Simple RFR, as
    applicable.



  • The Applicable Rate and commitment fee for any fiscal quarter will be the
    applicable rate per annum set forth in the table below opposite the
    Consolidated Net Leverage Ratio determined as of the last day of the
    immediately preceding fiscal quarter.



                            Pricing Grid
                               Applicable
                             Rate for Term
                               Benchmark
              Consolidated    Loans / RFR    Applicable
              Net Leverage   Loans / Letter Rate for Base Commitment
Pricing Tier      Ratio      of Credit Fee   Rate Loans      Fee
1            < 1.00:1.00     1.00%          0%            0.15%
2            ? 1.00:1.00 but 1.125%         0.125%        0.175%
             < 2.00:1.00
3            ? 2.00:1.00 but 1.375%         0.375%        0.20%
             < 3.00:1.00
4            ? 3.00:1.00     1.625%         0.625%        0.225%


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• If a certificate of conformity is not issued by the due date, then, on request

    of the Required Lenders, Pricing Tier 4 in the pricing grid set forth above
    shall apply as of the first business day after the date on which such
    Compliance Certificate was required to have been delivered and shall continue
    to apply until the first business day immediately following the date on which
    such Compliance Certificate is delivered.


• If an Event of Default has occurred and is continuing, then at the request of

    the Required Lenders, Pricing Tier 4 in the pricing grid set forth above shall
    apply solely during the period within which the event of default has occurred
    and is continuing.


• A commitment fee of an annual percentage determined in accordance with the

    pricing grid set forth above, based on the Consolidated Net Leverage Ratio,
    will be payable on the actual daily unused portions of the Senior Credit
    Facility.  The commitment fee will be payable quarterly in arrears on the
    fifteenth day following the end of each quarter.  Swing Line Loans are not
    considered utilization of the Senior Credit Facility for purposes of
    calculating the commitment fee.


• Letter of credit fees will be payable on the maximum amount available at

    drawn under each Letter of Credit at a rate per annum equal to the Applicable
    Rate (in accordance with the pricing grid set forth above) times the Dollar
    Equivalent of the daily amount available to be drawn under such Letter of
    Credit.  The Letter of Credit fees will be payable quarterly in arrears on the
    fifteenth day following the end of each quarter.


• Other than calculations relating to interest at the base rate at times when

    the Base Rate is based on the prime rate (which will be made on the basis of
    actual number of days elapsed in a 365/366 day year), all calculations of
    interest and fees will be made on the basis of actual number of days elapsed
    in a 360-day year.


• The Senior Credit Facility is generally guaranteed by each of the

    direct and indirect domestic subsidiary of Balchem and, to the extent no
    adverse tax consequences would result, foreign subsidiary of Balchem
    (collectively, the "Guarantors").  Such guarantees are guarantees of payment
    and not of collection.


• Subject to certain exceptions, as security for obligations under the

credit agreement, Balchem and each of the National Guarantors granted the

Lenders validate and perfect first ranking liens and security interests in the

(the “Security”): (a) all Accounts; (b) any Money; (c) all movable property

Paper; (d) Commercial tort claims; (e) all copyrights; (f) all copyrights

Licenses; (g) all deposit accounts; (h) all Documents; (i) all Equipment; (j)

all light fixtures; (k) all general intangibles; (l) all Instruments; (mall

Inventory; (n) all investment property; (o) all letter of credit rights; (p)

all patents; (q) all patent licenses; (r) all Pledged Shares; (s)all

Software;

trademark licenses; (w) all Goods; and (x) all memberships and products (such as

these terms are defined in the guarantee and pledge agreement) of all or part of . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under a

           Off-Balance Sheet Arrangement of a Registrant.



The information contained in section 1.01 concerning from Balchem direct financial obligations under the Senior Credit Facility are incorporated herein by reference.

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Item 9.01. Financial statements and supporting documents.


(d) Exhibits.



Exhibit Number Description
  4.1          Amended and Restated Credit Agreement, dated as of July 27, 2022,
               among Balchem, the Domestic Guarantors, the Agent, and the
               Lenders
  4.2          Amended and Restated Security and Pledge Agreement, dated as of
               July 27, 2022, among Balchem, the Domestic Guarantors and the
               Agent
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)



Forward-Looking Statements

Any statement in this Form 8-K, including exhibits filed and furnished herewith, regarding the future expectations, plans and prospects of Balchem and other statements containing the words “believe”, “expect”, “anticipate”, “intend”, “estimate”, “plan”, “project”, “expect”, “probable” , “may”, “will”, “would” and similar expressions constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements reflect from Balchem expectation or belief about future events that involve risks and uncertainties. Balchem cannot guarantee that the expectations reflected in the forward-looking statements will prove to be correct and a variety of factors could cause actual results to differ materially from those from Balchem expectations, including the risks and factors identified in from Balchem annual report on Form 10-K for the fiscal year ended December 31, 2021. Forward-looking statements speak only as of the date of this report or the date on which they are made and are qualified in their entirety by the above cautionary statement. Balchem does not undertake any obligation to update its outlook or other forward-looking statements at any future date, except as required by law.

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