Document
false0001296435 0001296435 2020-06-30 2020-06-30


 
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 30, 2020
NEENAH INC
(Exact Name Of Registrant As Specified In Charter)
Delaware
001-32240
20-1308307
(State of Incorporation)
(Commission File No.)
(I.R.S. Employer Identification No.)
 
 
3460 Preston Ridge Road
 
 
 
Alpharetta
,
Georgia
30005

 
(Address of principal executive offices, including zip code)

(678) 566-6500
(Registrant’s telephone number, including area code)

Not applicable
(Former name or address, if changed since last report)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class

Trading Symbol(s)
Name of each exchange on which registered
Common Stock
NP
New York Stock Exchange

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))

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
Term Loan B Credit Agreement
On June 30, 2020, Neenah, Inc. (the “Company”) entered into a Term Loan Credit Agreement, dated as of June 30, 2020 (the “Term Loan Credit Agreement”), by and among the Company, as borrower, certain of its domestic subsidiaries, as guarantors (the “Guarantors”, and together with the Company, the “Term Loan Parties”), a syndicate of banks, financial institutions and other entities as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”).
The Term Loan Credit Agreement provides a seven-year term loan B facility (the “Term B Facility”) in the initial principal amount of $200 million (“Term B Loan”). The Term B Loan was made in a single $200 million drawing on the closing date. Proceeds of borrowings under the Term B Facility will be used by the Company to redeem in full the Company’s $175 million of outstanding 5.25% Senior Notes due 2021 (the “2021 Notes”), repay borrowings under the Company’s senior secured revolving credit facility (the “Revolving Credit Facility”), pay fees and expenses of the transaction and for general corporate purposes.
Under the terms of the Term Loan Credit Agreement, and subject to certain conditions, the Company may from time to time solicit the Lenders or new lenders to provide incremental term loan financing under the Term B Facility, ranking pari passu in right of payment and security with the Term B Facility, such incremental financings (each an “Incremental Term Facility”). Such incremental financings, together with any incremental equivalent debt incurred in accordance with the Term Loan Credit Agreement, cannot exceed, in the aggregate, the sum of $125 million, plus the amount of certain voluntary prepayments of Term Loans, plus additional amounts which can be incurred if the Company satisfies a secured leverage ratio as set forth in the Term Loan Credit Agreement. The proceeds of an Incremental Term Facility may be used for general corporate purposes of the Company and its subsidiaries, including permitted acquisitions, investments and other uses not prohibited by the Term Loan Credit Agreement. In the event that the all-in-yield for any Incremental Term Facility is more than 50 basis points higher than the corresponding all-in-yield for the then outstanding Term B Loan, as determined by the Administrative Agent in accordance with standard market practices, then the all-in-yield with respect to the outstanding Term B Loan will be increased so that its all-in yield will be 50 basis points less than the all-in yield on such Incremental Term Facility.

The obligations under the Term Loan Credit Agreement are jointly and severally guaranteed by all material, wholly owned, direct and indirect U.S. subsidiaries of the Company other than certain controlled foreign corporation holding companies (“CFC Holding Companies”) and are, or are to be, secured by all or substantially all of the assets of the Term Loan Parties, including (i) a first- priority security interest in all of the tangible and intangible non-current assets of the Term Loan Parties (including, among other things, intellectual property, real property, machinery and equipment, and all issued and outstanding capital stock of their direct, material, wholly owned U.S. subsidiaries other than CFC Holding Companies, and 65% of the issued and outstanding voting capital stock, and 100% of issued and outstanding non-voting capital stock, of CFC Holding Companies and material, first-tier foreign subsidiaries (other than subsidiaries of such CFC Holding Companies) ) (collectively, the “TLB Priority Collateral”), and (ii) a second-priority security interest in all of the current assets of the Term Loan Parties comprising priority collateral of the GABL Lenders (as defined below) (including, among other things, accounts and accounts receivable; inventory; deposit accounts, securities accounts and commodities accounts, and cash, cash equivalents and other property held in such accounts; and commercial tort claims) (together with the TLB Priority Collateral, the “Collateral”).
Under the terms of the Term Loan Credit Agreement, borrowings under the Term B Facility will bear interest at a per annum rate equal to either (a) the reserve-adjusted LIBOR rate for interest periods of one, two or three months, plus an applicable rate of 4.00% per annum, or (b) the Alternate Base Rate, plus an applicable rate of 2.00% per annum. “Alternate Base Rate” will be equal to the greatest of (1) the prime rate as quoted from time to time in The Wall Street Journal or published by the Federal Reserve Board, (2) the overnight bank funding rate established by the Federal Reserve Bank of New York, plus 50 basis points, and (3) one-month reserve-adjusted LIBOR plus 100 basis points. The Alternate Base Rate is subject to a “floor” of 2.0%, and the adjusted LIBOR rate is subject to a “floor” of 1.0%.
The Term B Loan is repayable in equal quarterly installments commencing on September 30, 2020 in an aggregate annual amount equal to 1% of the original principal amount of the Term B Facility (subject to certain reductions in connection with debt prepayments and debt buybacks). The entire unpaid principal balance of the Term B Loan, together with all accrued and unpaid interest thereon, will be due and payable at maturity on June 30, 2027.
The Term Loan Credit Agreement contains provisions requiring mandatory prepayment of the Term B Loan from: (a) 100% of the net cash proceeds from any non-ordinary course sale or other disposition of assets by the Company and its subsidiaries, including as a result of casualty or condemnation (in each case subject to certain exceptions, including de minimis thresholds, the right of the Company and its subsidiaries to reinvest such proceeds in assets used or useful in the business of the Company and its subsidiaries, and limitations on the repatriation of cash by foreign subsidiaries); (b) 100% of the net cash proceeds from issuances or incurrences of certain debt by the Company and its subsidiaries (subject to certain exceptions); and (c) commencing with the fiscal year ending December 31, 2021, 50% (with stepdowns to 25% and 0% when the secured net leverage ratio as of the last day of the relevant fiscal year is less than or equal to 2.50 to 1.0 and 1.50 to 1.0, respectively) of annual Excess Cash Flow of the Company and its subsidiaries; provided that any voluntary prepayments of the Term B Loan and certain prepayments of other funded indebtedness shall be credited against Excess Cash Flow prepayment obligations for such fiscal year on a dollar-for-dollar basis. “Excess Cash Flow” means consolidated net income, plus or minus adjustments for specified items including, among others:(i) increases or decreases in working capital, (ii) certain capital expenditures, (iii) scheduled principal payments and





voluntary prepayments of certain funded indebtedness, (iv) interest expense and any premium, make-whole or penalty payments in respect of indebtedness, (v) taxes, (vi) permitted acquisitions and certain other permitted investments, and (vii) up to $8.75 million per fiscal quarter of regularly scheduled quarterly cash dividends paid by the Company. Mandatory prepayments shall be limited to the extent that the Company determines that such prepayment would result in adverse tax consequences related to the repatriation of funds or such repatriation would be prohibited by applicable law.
At the option of the Company and subject to certain exceptions, the Term B Loan may be prepaid, in whole or in part without premium or penalty, in minimum amounts of $1 million or a whole multiple of $100,000 in excess thereof. The balance of the Term B Loan is repayable on June 30, 2027. Repayments and prepayments of the Term B Loan may not be reborrowed.
All voluntary prepayments of the Term B Loan, or mandatory prepayments of the Term B Loan, on or prior to the 12-month anniversary of the closing of the Term B Loan, with the proceeds of a Repricing Transaction (as defined below), and all amendments, amendments and restatements, and other modifications of the Term Loan Credit Agreement within such period constituting a Repricing Transaction, must be accompanied by the payment of a fee equal to 1% of the aggregate principal amount of the Term B Loan or portion thereof so prepaid, or affected by such amendment, amendment and restatement, or other modification. The term “Repricing Transaction” means (subject to certain exceptions) any prepayment of the Term B Loan with proceeds of a substantially concurrent incurrence of debt by any Term Loan Party, the primary purpose of which results in the all-in yield being lower than that of the Term B Loan, or any amendment, amendment and restatement, or other modification of the Term Loan Credit Agreement, which reduces the all-in yield of the Term B Loan.
The Term Loan Credit Agreement contains covenants with which the Company and its subsidiaries must comply during the term of the agreement, which the Company believes are customary for agreements of this nature. Among other things (and subject to certain exceptions and qualifications), such covenants restrict the ability of the Company and its subsidiaries to incur certain debt, incur or create certain liens, make specified restricted payments or investments, authorize or issue capital stock, enter into transactions with their affiliates, consolidate, merge with or acquire another business, sell certain of their assets, or dissolve or wind up.
The Term Loan Credit Agreement contains events of default customary for financings of this type, including failure to pay principal or interest, materially false representations or warranties, failure to observe covenants and certain other terms of the Term Loan Credit Agreement, cross-defaults to certain other indebtedness, bankruptcy, insolvency, various ERISA violations, material unsatisfied judgments and changes in control.
Third Amendment to Fourth Amended and Restated Credit Agreement
Also on June 30, 2020, the Company amended its existing Fourth Amended and Restated Credit Agreement, dated as of December 10, 2018 (as amended, the “Credit Agreement”), by and among the Company and certain of its domestic subsidiaries as the “Domestic Borrowers”, Neenah Services GmbH & Co. KG and certain of its German subsidiaries as the “German Borrowers”, certain other subsidiaries as the “German Guarantors”, the financial institutions signatory to the Credit Agreement as lenders (the “GABL Lenders”), and JPMorgan Chase Bank, N.A., as agent for the Lenders (the “Third Amendment”).

The Third Amendment, among other things, (a) removes the applicable components of the TLB Priority Collateral from the borrowing base calculation under the Revolving Credit Facility, (b) permits the pledging of the Collateral under the Term B Facility and subordinates liens of the GABL Lenders on TLB Priority Collateral to the first position liens on TLB Priority Collateral under the Term B Facility, (c) reduces the U.S. revolving credit facility amount from $150 million to $125 million, (d) reduces the German revolving credit facility amount from $75 million to $50 million, and (e) adjusts certain reporting and financial covenant activation and deactivation thresholds.

Item 2.03
Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See discussion under Item 1.01 above, which is incorporated herein by reference, for a discussion of the creation of a direct financial obligation under the Term Loan Credit Agreement.

Item 2.04
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
 
On June 30, 2020, the Company irrevocably instructed the trustee (the “2021 Note Trustee”) under the May 23, 2013 indenture (as previously supplemented, the “2021 Note Indenture”) governing the 2021 Notes to issue a notice calling all of the Company’s outstanding 2021 Notes for redemption on July 16, 2020 (the “Redemption Date”). The 2021 Notes will be redeemed at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the Redemption Date. The 2021 Notes will be redeemed on the Redemption Date in accordance with the terms of the 2021 Notes and the 2021 Note Indenture. The Company also deposited in trust with the 2021 Note Trustee, on June 30, 2020, funds from the Term B Loan proceeds equal to the sum of the redemption price of the 2021 Notes, plus accrued and unpaid interest thereon to be paid on the Redemption Date, and the 2021 Note Indenture was satisfied and discharged.






Item 7.01        Regulation FD Disclosure
On June 30, 2020, the Company issued a press release with respect to the matters reported in this Report. The press release is attached hereto as Exhibit 99.1 and incorporated by reference in this Item 7.01. The information in Exhibit 99.1 shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.         Description of Exhibit

99.1            Press release dated June 30, 2020


SIGNATURE
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.

 
NEENAH, INC.
 
(Registrant)
 
 
Date: July 1, 2020
/s/ Noah S. Benz
 
Noah S. Benz
Senior Vice President, General Counsel and Secretary





            











Exhibit


Contact: Neenah, Inc.
Bill McCarthy
Vice President-Investor Relations
678-518-3278


Neenah Completes Successful Debt Refinancing
ALPHARETTA, GEORGIA. June 30, 2020 - Neenah, Inc. (NYSE:NP) announced today that the Company has entered into a Term Loan Credit Agreement, providing a Term Loan B Facility (“the Facility”) of seven years in the amount of $200 million. The Facility is rated BBB-by S&P Global Ratings and Ba3 by Moody's Investors Service. Neenah also announced today that it is calling its outstanding 2021 notes for redemption in full on July 16, 2020. Proceeds under the new Facility will be used to redeem the $175 million of outstanding 5.25% 2021 notes, repay borrowings under the Company’s senior secured revolving credit facility, and for general corporate purposes. The Company also has amended its Global Asset Based Lending Agreement to reduce the revolving credit facility from $225 million to $175 million and make certain other changes related to the refinancing and resizing.
The interest rate under the new Facility will be determined based on LIBOR or other published rates, with an expected initial rate of approximately 5.00%. The Term Loan Credit Agreement contains no financial maintenance covenants and includes other customary covenants for agreements of this nature. The Facility may be prepaid with a one percent call premium for the first 12 months, after which it may be prepaid, in whole or in part, without premium or penalty.
“We’re extremely pleased with the strong interest and resulting favorable terms for this new credit agreement,” said Paul DeSantis, Chief Financial Officer and Treasurer. “The facility supports our strong balance sheet and financial position, and modestly lowers our cash interest rate. Importantly, the structure also provides additional flexibility and will allow Neenah to be well-positioned to resume executing our growth strategies as global economies recover.”
J.P. Morgan, Bank of Montreal and Goldman Sachs acted as Joint Bookrunners and Joint Lead Arrangers on the Facility. J.P. Morgan is the Administrative Agent on the Facility with Bank of Montreal and Goldman Sachs as Co-Syndication Agents. Additional details on the credit agreement may be found in the Form 8-K to be filed with the Securities and Exchange Commission.
About Neenah  
Neenah is a leading global specialty materials company focused on premium niche markets that value performance and image. Key products and markets include advanced filtration media, specialized performance substrates used for digital transfer, tape and abrasive backings, labels and other products, and premium printing and packaging papers. The Company is headquartered in Alpharetta, Georgia and its products are sold worldwide from manufacturing operations in the United States, Europe and the United Kingdom. Additional information can be found at the Company's web site, www.neenah.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933 (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), or in releases made by the U.S. Securities and Exchange Commission (“SEC”), all as may be amended from time to time. Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of the PSLRA and caution





is given to investors that any forward-looking statements are not guarantees or indicative of future performance. These forward-looking statements rely on a number of assumptions concerning future events and are subject to risks, uncertainties and other factors, many of which are outside the Company's control and could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not necessarily limited to, those set forth under the captions “Cautionary Note Regarding Forward-Looking Statements” and/or “Risk Factors” of the latest Form 10-K filed with the SEC as periodically updated by subsequently filed Form 10-Qs (these securities filings can be located at www.neenah.com). Unless specifically required by law, the Company assumes no obligation to update or revise these forward-looking statements to reflect new events or circumstances.  These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws.




v3.20.2
Cover Page
Jun. 30, 2020
Cover page. [Abstract]  
Document Type 8-K
Document Period End Date Jun. 30, 2020
Entity Registrant Name NEENAH INC
Entity Incorporation, State or Country Code DE
Entity File Number 001-32240
Entity Tax Identification Number 20-1308307
Entity Address, Address Line One 3460 Preston Ridge Road
Entity Address, City or Town Alpharetta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30005
City Area Code 678
Local Phone Number 566-6500
Title of 12(b) Security Common Stock
Trading Symbol NP
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001296435
Amendment Flag false