Item 1.01. Entry into a Material Definitive Agreement.
On June 17, 2020, Forterra, Inc. (the "Company") and certain of the Company's
U.S. and Canadian subsidiaries entered into a First Amendment (the "Amendment")
to the ABL Credit Agreement dated October 25, 2016 (the "ABL Credit Agreement")
among the Company and certain of the Company's U.S. and Canadian subsidiaries,
as borrowers (collectively, the "Borrowers"), the lenders party thereto and Bank
of America, N.A., as administrative agent and collateral agent. The Amendment,
among other things, (i) increases the size of the revolving credit facility
under the ABL Credit Agreement (the "ABL Credit Facility") from $300.0 million
to $350.0 million of aggregate commitments, with up to $330.0 million to be made
available to the Borrowers organized in the United States and up to $20.0
million to be made available to the Borrowers organized in Canada, (ii) extends
the maturity date of the ABL Credit Facility to June 17, 2025, subject to
earlier maturity if greater than $75.0 million of the Company's term loan credit
facility remains outstanding 91 days prior to the scheduled maturity of the term
loan credit facility or any refinancing thereof, and (iii) modifies the interest
rates on outstanding borrowings under the ABL Credit Facility to a rate equal to
LIBOR or CDOR plus a margin ranging from 1.75% to 2.25% per annum, or an
alternate base rate, Canadian prime rate or Canadian base rate plus a margin
ranging from 0.75% to 1.25% per annum, in each case, based upon the average
excess availability under the ABL Credit Facility for the most recently
completed calendar quarter and the Company's total leverage ratio as of the end
of the most recent fiscal quarter for which financial statements have been
delivered.
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 will be filed with the Securities and Exchange Commission as an
exhibit to the Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2020, and which is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure required by this item is included in Item 1.01 above and is
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.
e). The Company previously announced that, effective April 1, 2020, its named
executive officers and the independent members of its Board of Directors
("Board") had voluntarily agreed to forgo specified amounts of base salary and
cash retainer compensation, respectively, as a precautionary measure to preserve
cash in connection with the Company's initial response to the economic
uncertainty related to the COVID-19 pandemic. The Company has determined that
given the Company's current cash position and expected needs, the base salary
amounts that were foregone by senior executives and the cash retainer portion of
independent director compensation shall be reinstated effective July 1, 2020,
retroactively to April 1, 2020.
Item 7.01. Regulation FD.
On June 18, 2020, the Company disclosed that it had repaid $180.0 million of
cash it had previously borrowed under its ABL Credit Agreement as part of its
precautionary measures to preserve cash in its initial response to the economic
uncertainty related to the COVID-19 pandemic.
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