Attached files
file | filename |
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EX-4.6 - FIRST AMENDMENT TO TERM LOAN AGREEMENT - TPC Group Inc. | dex46.htm |
EX-10.1 - EMPLOYMENT AGREEMENT - TPC Group Inc. | dex101.htm |
EX-99.1 - PRESS RELEASE - TPC Group Inc. | dex991.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):
June 4, 2010 (June 1, 2010)
TPC GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-34727 | 20-0863618 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
5151 San Felipe, Suite 800, Houston, Texas 77056
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (713) 627-7474
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:
¨ | 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. |
On June 4, 2010, TPC Group LLC (TPC LLC), the principal subsidiary of TPC Group Inc. (the Company), entered into a First Amendment (the Amendment) to Term Loan Agreement with Deutsche Bank Trust Company Americas, as lender and administrative agent, and the other financial institutions parties thereto, as lenders. The Amendment amends TPC LLCs existing $280 million term loan facility to permit the Company and its subsidiaries to change their fiscal year to a calendar year. As of March 31, 2010, the outstanding principal balance on the term loan was approximately $270.1 million. The foregoing description of the Amendment is qualified in its entirety by reference to the First Amendment to Term Loan Agreement, a copy of which is attached hereto as Exhibit 4.6 and incorporated herein by reference.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) and (e) On June 4, 2010, the Board of Directors appointed Miguel A. Desdin, age 44, as Senior Vice President and Chief Financial Officer of the Company. Prior to joining the Company, Mr. Desdin served as Senior Vice President and Chief Financial Officer of Furmanite Corporation from April 2009 to December 2009. He also held senior leadership roles with Celanese Corporation, serving as Vice President and Controller from July 2007 to April 2009 and as Vice President, Financial Planning and Analysis from September 2005 to June 2007. Previously, Mr. Desdin was employed by Great Lakes Chemical Corporation, serving as Vice President and Treasurer from January 2004 to August 2005 and as Vice President of Finance, Performance Chemicals from September 2001 to December 2003. Mr. Desdins prior experience includes strategic planning and all finance-related functions, including accounting, treasury, financial planning and analysis, investor relations and SEC reporting. He holds a Masters in Business Administration in Finance from the University of Pennsylvania, Wharton School, and a Bachelor of Science in Industrial and Systems Engineering from the University of Florida.
The Company and Mr. Desdin entered into an Employment Agreement dated as of June 1, 2010 providing for an initial employment term through December 31, 2012. Following expiration of the initial term, the Employment Agreement will automatically renew for successive one-year periods unless either party gives 12 months prior written notice of non-renewal to the other. Pursuant to the Employment Agreement, Mr. Desdin will serve as the Companys Chief Financial Officer with an annual base salary of not less than $375,000. He is eligible to earn an annual incentive bonus based on terms and conditions, including achievement of performance goals, determined by the Compensation Committee, with a bonus target percentage of not less than 50% of his annual base salary. In addition, the Employment Agreement provides for eligibility to participate in the Companys long-term incentive compensation arrangements, savings and retirement plans and welfare benefit plans that are generally available to executive officers, and four weeks paid vacation per calendar year.
The Employment Agreement describes the circumstances under which Mr. Desdins employment may be terminated and specifies the amounts the Company would be obligated to pay upon termination of his employment under such circumstances. Specifically, if Mr. Desdins employment is terminated during the employment term by the Company without cause or by Mr. Desdin with good reason (in each case as defined in the Employment Agreement), he will be entitled to receive severance compensation in an amount equal to 12 months base salary, as well as continued medical and dental insurance coverage benefits for a period of 12 months following termination of employment. If Mr. Desdins employment is terminated by the Company without cause or by Mr. Desdin with good reason within 90 days following a change of control (as defined in the Employment Agreement), he will be entitled to receive severance compensation in an amount equal to 12 months base salary, as well as continued medical and dental insurance coverage benefits for a period of 12 months following termination of employment, except that the 12 month periods for base salary and insurance benefits shall be 18 months if the change of control occurs on or before June 1, 2011. Mr. Desdin has agreed not to compete with the Companys business, not to solicit customers and not to solicit employees during his employment and for a period of 12 months following termination of employment. The foregoing description of the Employment Agreement is qualified in its entirety by reference to such agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Effective as of June 1, 2010, the Compensation Committee of the Board of Directors granted performance share awards to Mr. Desdin pursuant to the Companys 2009 Long-Term Incentive Plan, consisting of a target number of 13,135 performance units denominated in shares of common stock of the Company. Payout may be earned based on the Companys return on invested capital as compared to the Companys weighted average cost of capital over a three-year performance period ending December 31, 2012, with actual payout ranging from 0% to 200% of the target award, subject to the terms and conditions set forth in the Performance Share Award Agreement.
Item 7.01 | Regulation FD Disclosure. |
On June 4, 2010, the Company issued a press release announcing the appointment of Miguel A. Desdin as Senior Vice President and Chief Financial Officer. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to General Instruction B.2 of Form 8-K and Securities and Exchange Commission Release No. 33-8176, the information contained in the press release furnished as Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit |
Description | |
4.6 | First Amendment to Term Loan Agreement dated as of June 4, 2010 among TPC Group LLC and Deutsche Bank Trust Company Americas, as lender and administrative agent, and the other financial institutions parties thereto, as lenders | |
10.1 | Employment Agreement dated as of June 1, 2010 between TPC Group Inc. and Miguel A. Desdin | |
99.1 | Press Release dated June 4, 2010 |
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.
TPC GROUP INC. | ||||
Date: June 4, 2010 | By: | /S/ CHRISTOPHER A. ARTZER | ||
Christopher A. Artzer | ||||
Vice President, General Counsel and Secretary |
INDEX TO EXHIBITS
Exhibit |
Description | |
4.6 | First Amendment to Term Loan Agreement dated as of June 4, 2010 among TPC Group LLC and Deutsche Bank Trust Company Americas, as lender and administrative agent, and the other financial institutions parties thereto, as lenders | |
10.1 | Employment Agreement dated as of June 1, 2010 between TPC Group Inc. and Miguel A. Desdin | |
99.1 | Press Release dated June 4, 2010 |