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) April 30, 2015
FMSA HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36670 | 34-1831554 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 8834 Mayfield Road, Chesterland, Ohio | 44026 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 255-7263
(Former name or former address, if changed since last report.)
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 |
As of April 30, 2015, Fairmount Santrol Inc. (the “Borrower Representative”), a direct wholly-owned subsidiary of FMSA Holdings Inc. (the “Company”), entered into the Third Amendment to the Second Amended and Restated Credit Agreement (the “Amendment”) among the Borrower Representative, the lenders party thereto, and Barclays Bank plc (“Barclays”) as administrative agent, to the Second Amended and Restated Credit Agreement dated as of September 5, 2013 (as amended, supplemented or otherwise modified, the “Credit Agreement”), by and among the Borrower Representative, certain of its affiliates, the lenders and issuing banks from time to time party thereto, Barclays as administrative agent, collateral agent and revolving administrative agent, and the other agents referred to therein.
The Amendment provides for the extension of the maturity date of a portion of outstanding Tranche B-1 term loans from March 15, 2017 (the “Stated B-1 Maturity Date”) to September 5, 2019 (the “Extended Maturity Date,” which is the same maturity date applicable to Tranche B-2 term loans under the Credit Agreement). Such loans (“Extended Loans”) effectively will be converted to Tranche B-2 term loans, and will be treated as Tranche B-2 term loans under the Credit Agreement for all purposes (including pricing), except for certain minor administrative differences and except that, prior to the Stated B-1 Maturity Date, Extended Loans shall continue to amortize as Tranche B-1 term loans. Upon giving effect to the Amendment, the maturity date of approximately $46.0 million in principal amount of outstanding Tranche B-1 term loans was so extended, leaving $272.1 million in principal amount of outstanding Tranche B-1 term loans (not including Extended Loans) maturing on the Stated B-1 Maturity Date and $958.2 million in principal amount of outstanding Tranche B-2 term loans (including Extended Loans) maturing on the Extended Maturity Date.
The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Third Amendment to Second Amended and Restated Credit and Guaranty Agreement, dated as of April 30, 2015, among Fairmount Santrol Inc., the signatories thereto, and Barclays Bank plc, as administrative agent. | |
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.
| FMSA Holdings Inc. | ||||||
| (Registrant) | ||||||
| Date: | May 5, 2015 |
|||||
| /s/ Christopher L. Nagel | ||||||
| Christopher L. Nagel Chief Financial Officer and Executive Vice President of Finance | ||||||
Exhibit Index
| Exhibit |
Description | |
| 10.1 | Third Amendment to Second Amended and Restated Credit and Guaranty Agreement, dated as of April 30, 2015, among Fairmount Santrol Inc., the signatories thereto, and Barclays Bank plc, as administrative agent. | |