Attached files
| file | filename |
|---|---|
| EX-10.1 - Synutra International, Inc. | v176293_ex10-1.htm |
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): February
26, 2010
SYNUTRA
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-33397
|
13-4306188
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
2275
Research Blvd., Suite 500, Rockville, MD 20850
|
(Address
of principal executive offices)
(ZIP
Code)
|
Registrant’s
telephone number, including area code: (301) 840-3888
N/A
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
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.
|
On
February 26, 2010, Synutra International, Inc. (the “Company”) entered into an
amendment (the “Amendment”) to its original loan agreement dated October 11,
2007 (the “Original Loan Agreement”) with The Royal Bank of Scotland N.V.
(formerly known as ABN AMRO Bank N.V.) (“RBS”), as administrative agent, as
collateral agent and as arranger, and certain lenders party thereto (the
“Lenders”), pursuant to which the Lenders provided a three year term loan to the
Company, in the aggregate principal amount of $35.0 million (the
“Loan”). The Original Loan Agreement contains certain financial
covenants, including a maximum leverage ratio, a minimum interest coverage
ratio, minimum tangible net worth and a maximum indebtedness to tangible net
worth ratio. The Company has not been able to meet two of the
financial covenants since September 30, 2008 and all four financial covenants
since December 31, 2008. Pursuant to the Amendment, the Lenders and
RBS, as administrative agent, agreed to waive their rights and remedies under
the Original Loan Agreement on account of the Company’s breaches of certain
covenants under the Original Loan Agreement in exchange for a waiver fee equal
to 0.5% of the aggregate principal amount outstanding under the Original Loan
Agreement as of February 26, 2010, or approximately $175,000.
In
addition, the Amendment amends the Original Loan Agreement to, among other
things:
|
|
·
|
increase
the interest rate of the Loan from LIBOR plus 3.5% to LIBOR plus
4.5%;
|
|
|
·
|
replace
the financial covenants with a single requirement to maintain consolidated
earnings before interest, taxes, depreciation and amortization (EBITDA)
that is no lower than the minimum Consolidated EBITDA specified in the
Original Loan Agreement, as amended (the “Amended Loan
Agreement”);
|
|
|
·
|
provide
that if the Company receives net cash proceeds of at least $35 million
from one or a series of equity or debt issuances (a “Qualifying Capital
Increase”) on or prior to June 30, 2010, the Company will prepay the Loan
within 30 days of such Qualifying Capital Increase, and that if no
Qualifying Capital Increase occurs on or prior to June 30, 2010, the
Company will increase the current cash deposit account under the Loan from
$5 million to $7.5 million;
|
|
|
·
|
provide
that if the Company or any of its subsidiaries makes a voluntary repayment
of certain other indebtedness of the Company or any of its subsidiaries,
the Company will, substantially concurrently with the making of such
distribution, prepay the Loan by an equal Pro Rata Amount (as defined in
the Amended Loan Agreement);
|
|
|
·
|
provide
that the cash deposit account under the Loan shall be increased by an
amount equal to any excess cash held by certain of the Company’s
subsidiaries following receipt by such subsidiaries of net proceeds from
the disposition of certain assets by those subsidiaries, but in no event
shall the cash deposit account exceed $10 million;
and
|
|
|
·
|
prohibit
certain distributions by the Company or its subsidiaries other than
Permitted Distributions (as defined in the Amended Loan
Agreement).
|
The
foregoing description of the Amendment does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Amendment, a
copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference in its entirety and the Amended Loan Agreement
which is included in Annex II to the Amendment.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(d) Exhibits
|
10.1
|
First
Amendment Agreement to Loan Agreement, dated as of February 26, 2010 among
Synutra International, Inc., The Royal Bank of Scotland, N.V. (formerly
known as ABN AMRO Bank N.V.), as Administrative Agent, Collateral Agent
and Arranger and certain lenders party thereto (including the Amended Loan
Agreement dated as of October 11, 2007 among Synutra International, Inc.,
The Royal Bank of Scotland, N.V. (formerly known as ABN AMRO Bank N.V.),
as Administrative Agent, Collateral Agent and Arranger and certain lenders
party thereto, included herein as Annex
II).
|
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
|
SYNUTRA
INTERNATIONAL, INC.
|
|||
|
By:
|
/s/ Weiguo Zhang
|
||
|
Name:
|
Weiguo
Zhang
|
||
|
Title:
|
President
and Chief Operating Officer
|
||
Date:
March 4, 2010
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
10.1
|
First
Amendment Agreement to Loan Agreement, dated as of February 26, 2010 among
Synutra International, Inc., The Royal Bank of Scotland, N.V. (formerly
known as ABN AMRO Bank N.V.), as Administrative Agent, Collateral Agent
and Arranger and certain lenders party thereto (including the Amended Loan
Agreement dated as of October 11, 2007 among Synutra International, Inc.,
The Royal Bank of Scotland, N.V. (formerly known as ABN AMRO Bank N.V.),
as Administrative Agent, Collateral Agent and Arranger and certain lenders
party thereto, included herein as Annex
II).
|