Attached files
| file | filename |
|---|---|
| EX-10.3 - TWELFTHAMENDMENT - Alon USA Energy, Inc. | twelfthamendmenttoidbrevol.htm |
| EX-10.1 - CREDITANDGUARANTY - Alon USA Energy, Inc. | creditandguarantyagreement.htm |
| EX-10.2 - ELEVENTHAMENDMENT - Alon USA Energy, Inc. | eleventhamendmenttoidbrevo.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): November 13, 2012
ALON USA ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction of Incorporation) | 001-32567 (Commission File Number) | 74-2966572 (IRS Employer Identification No.) |
12700 Park Central Dr., Suite 1600
Dallas, Texas 75251
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 367-3600
____________________________
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):
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.
Term Loan Credit Facility
On November 13, 2012, Alon USA Energy, Inc. (the “Company”), entered into a Credit and Guaranty Agreement (the “Term Loan”) by and among the Company, as Borrower, the lenders party thereto and Credit Suisse AG, as Administrative Agent and Collateral Agent.
Borrowings under the Term Loan are available as a single borrowing on the closing date of the Term Loan (the “Closing Date”) in an aggregate principal amount of $450 million. The loan under the Term Loan will mature on the sixth anniversary of the Closing Date.
Proceeds received by the Company under the Term Loan were used to repay the Company's existing term loan indebtedness of approximately $422 million and for general corporate purposes.
Obligations under the Term Loan are jointly and severally guaranteed by substantially all of the Company's subsidiaries except for our retail subsidiaries and those subsidiaries established in conjunction with our acquisition of the Krotz Springs, Louisiana refinery. The Term Loan is secured by a second lien on cash, accounts receivable and inventory and a first lien on most of our remaining assets. Liens securing the Term Loan exclude the assets of our retail subsidiaries and those subsidiaries established in conjunction with the Krotz Springs refinery acquisition.
The Term Loan includes customary events of default and restrictions on the activities of the Company and the subsidiary guarantors. Borrowings under the Term Loan bear interest at a rate equal to, at the election of the Company, either (i) the Eurodollar rate plus 8.75% or (ii) the Prime rate plus 7.75%.
A copy of the Term Loan is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of the Term Loan contained herein is qualified in its entirety by reference to the full text of the Term Loan.
Amendment to Israel Discount Bank of New York Credit Facility
In conjunction with the execution of the Term Loan, the Company entered into an Eleventh Amendment to the Amended Revolving Credit Agreement (the “Eleventh Amendment”) by and among the Company and Israel Discount Bank of New York, as administrative agent, co-arranger and collateral agent, Bank Leumi USA, as co-arranger, and certain other guarantor companies and financial institutions from time to time named therein. The Eleventh Amendment contained technical changes required to accommodate execution of the Term Loan described above.
A copy of the Eleventh Amendment is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The description of the Eleventh Amendment contained herein is qualified in its entirety by reference to the full text of the Eleventh Amendment.
On November 16, 2012, the Company entered into a Twelfth Amendment to Amended Revolving Credit Agreement (the "Twelfth Amendment") by and among the Company and Israel Discount Bank of New York, as administrative agent, co-arranger and collateral agent, Bank Leumi USA, as co-arranger, and certain other guarantor companies and financial institutions from time to time named therein. The Twelfth Amendment contained technical changes required to accommodate the previously-announced initial public offering of common units representing limited partnership interests of Alon USA Partners, LP.
A copy of the Twelfth Amendment is attached hereto as Exhibit 10.3 and is incorporated herein by reference. The description of the Twelfth Amendment contained herein is qualified in its entirety by reference to the full text of the Twelfth Amendment.
The pro forma consolidated balance sheet at September 30, 2012, reflects the current and long-term debt classification of existing term loan indebtedness at September 30, 2012 as if the Term Loan was entered into before the Form 10-Q for the period ended September 30, 2012 was filed on November 6, 2012.
ALON USA ENERGY, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEETS
(unaudited, dollars in thousands)
Pro Forma | Pro Forma | ||||||||||
September 30, 2012 | Adjustments | September 30, 2012 | |||||||||
ASSETS | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 45,692 | $ | — | $ | 45,692 | |||||
Accounts and other receivables, net | 252,105 | — | 252,105 | ||||||||
Inventories | 240,689 | — | 240,689 | ||||||||
Deferred income tax asset | 35,986 | — | 35,986 | ||||||||
Prepaid expenses and other current assets | 21,581 | — | 21,581 | ||||||||
Total current assets | 596,053 | — | 596,053 | ||||||||
Equity method investments | 25,454 | — | 25,454 | ||||||||
Property, plant and equipment, net | 1,494,369 | — | 1,494,369 | ||||||||
Goodwill | 105,943 | — | 105,943 | ||||||||
Other assets, net | 99,118 | — | 99,118 | ||||||||
Total assets | $ | 2,320,937 | $ | — | $ | 2,320,937 | |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
Current liabilities: | |||||||||||
Accounts payable | $ | 352,714 | $ | — | $ | 352,714 | |||||
Accrued liabilities | 151,478 | — | 151,478 | ||||||||
Current portion of long-term debt | 428,882 | (417,375 | ) | 11,507 | |||||||
Total current liabilities | 933,074 | (417,375 | ) | 515,699 | |||||||
Other non-current liabilities | 253,628 | — | 253,628 | ||||||||
Long-term debt | 369,851 | 417,375 | 787,226 | ||||||||
Deferred income tax liability | 308,043 | — | 308,043 | ||||||||
Total liabilities | 1,864,596 | — | 1,864,596 | ||||||||
Stockholders’ equity: | |||||||||||
Preferred stock | 42,200 | — | 42,200 | ||||||||
Common stock | 609 | — | 609 | ||||||||
Additional paid-in capital | 351,124 | — | 351,124 | ||||||||
Accumulated other comprehensive loss, net of income tax | (47,499 | ) | — | (47,499 | ) | ||||||
Retained earnings | 109,471 | — | 109,471 | ||||||||
Total stockholders’ equity | 455,905 | — | 455,905 | ||||||||
Non-controlling interest in subsidiaries | 436 | — | 436 | ||||||||
Total equity | 456,341 | — | 456,341 | ||||||||
Total liabilities and equity | $ | 2,320,937 | $ | — | $ | 2,320,937 | |||||
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
10.1 | Credit and Guaranty Agreement, dated as of November 13, 2012, among Alon USA Energy, Inc., Alon USA Partners, LP, the lenders party thereto and Credit Suisse AG, as Administrative Agent and Collateral Agent. | |
10.2 | Eleventh Amendment to Amended Revolving Credit Agreement, dated as of November 13, 2012, by and among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein. | |
10.3 | Twelfth Amendment to Amended Revolving Credit Agreement, dated as of November 16, 2012, by and among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein. | |
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.
ALON USA ENERGY, INC. | |||
Date: | November 19, 2012 | By: | /s/ Shai Even |
Shai Even | |||
Senior Vice President and Chief Financial Officer | |||
INDEX TO EXHIBITS
Exhibit Number | Description | |
10.1 | Credit and Guaranty Agreement, dated as of November 13, 2012, among Alon USA Energy, Inc., Alon USA Partners, LP, the lenders party thereto and Credit Suisse AG, as Administrative Agent and Collateral Agent. | |
10.2 | Eleventh Amendment to Amended Revolving Credit Agreement, dated as of November 13, 2012, by and among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein. | |
10.3 | Twelfth Amendment to Amended Revolving Credit Agreement, dated as of November 16, 2012, by and among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein. | |