rog-20201016

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On October 16, 2020, Rogers Corporation (the “Company”) entered into a Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with each of the lenders party thereto, JPMorgan Chase Bank, N.A. as administrative agent, and HSBC Bank USA, National Association, Citibank, N.A., Citizens Bank, N.A., PNC Bank, National Association and Wells Fargo Bank, National Association, as Co-Syndication Agents. The Amended Credit Agreement amends and restates the existing credit agreement of the Company, dated February 17, 2017, as amended (the “2017 Credit Agreement”).

Under the Amended Credit Agreement, lenders agreed to refinance the 2017 Credit Agreement. The lenders agreed to provide the Company (1) up to $450 million of revolving loans, with sub-limits for multicurrency borrowings, letters of credit and swing-line notes; and (2) a $175 million expansion feature. Borrowings may be used to finance working capital needs, for letters of credit and for the general corporate purposes of the Company or its subsidiaries in the ordinary course of business, including the financing of permitted acquisitions (as defined in the Amended Credit Agreement). The Amended Credit Agreement extends the maturity from February 17, 2022 to March 31, 2024, relative to the 2017 Credit Agreement.

Borrowings under the Amended Credit Agreement bear interest based on one of two options. Alternate base rate loans will bear interest at a rate that includes a base reference rate plus a spread of 62.5 – 100.0 basis points, depending on the Company’s leverage ratio. The base reference rate will be the greater of the (1) prime rate; (2) federal funds effective rate plus 50 basis points; and (3) adjusted 1-month London interbank offered (“LIBO”) rate plus 100 basis points. Eurocurrency loans will bear interest based on the adjusted LIBO rate plus a spread of 162.5 – 200.0 basis points, depending on the Company’s leverage ratio.

The Amended Credit Agreement contains customary representations and warranties, covenants, mandatory prepayments and events of default under which the Company’s payment obligations may be accelerated. The financial covenants include a requirement to maintain (1) a total net leverage ratio of no more than 3.25 to 1.00, subject to a one-time election to increase the maximum total net leverage ratio to 3.50 to 1.00 for one fiscal year in connection with a permitted acquisition, and (2) an interest coverage ratio of no less than 3.00 to 1.00. Under the 2017 Credit Agreement, the Company was subject to the same maximum leverage and interest coverage ratios, but may now net up to $50 million of unrestricted domestic cash and cash equivalents in the calculation of the total net leverage ratio.

All obligations under the Amended Credit Agreement are guaranteed by each of the Corporation’s existing and future material domestic subsidiaries, as defined in the Amended Credit Agreement (the “Guarantors”). The obligations are also secured by a Fourth Amended and Restated Pledge and Security Agreement, dated as of October 16, 2020, entered into by the Company and the Guarantors which grants to the administrative agent, for the benefit of the lenders, a security interest, subject to certain exceptions, in substantially all of the non-real estate assets of the Company and the Guarantors.

All amounts borrowed or outstanding under the Amended Credit Agreement are due and mature on March 31, 2024, unless the commitments are terminated earlier either at the request of the Company or if certain events of default occur.

The administrative agent and the lenders under the Amended Credit Agreement and their affiliates have various relationships with the Company and its subsidiaries involving the provision of financial services, including commercial banking, lending, cash management, financial advisory, foreign exchange, risk management, and other services.

The description of the Amended Credit Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the Amended Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


			Exhibit No.			Description
			10.1			Fourth Amended and Restated Credit Agreement dated as of October 16, 2020
			104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

ROGERS CORPORATION

(Registrant)

Date: October 16, 2020

By:

/s/ Jay B. Knoll

Jay B. Knoll

Senior Vice President Corporate Development,
General Counsel, and Corporate Secretary