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 15, 2005
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CYTEC INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
1-12372
(Commission File Number)
Delaware 22-3268660
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
Five Garret Mountain Plaza
West Paterson, New Jersey 07424
(Address of principal executive offices and zip code)
(973) 357-3100 (Registrant's
telephone number, including area code)
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 15, 2005, Cytec Industries Inc. ("Cytec") entered into a 364
Day Term Loan Agreement, a Five Year Term Loan Agreement and a Five Year
Revolving Credit Agreement (such agreements, collectively, the "Loan
Agreements"). With respect to the Loan Agreements, Citigroup Global Markets Inc.
is acting as lead arranger and book manager, Wachovia Bank, National Association
and ABN AMRO Bank N.V., are acting as syndication agents, Calyon New York
Branch, SunTrust Bank and The Bank of Nova Scotia are acting as documentation
agents and Citicorp North America, Inc. is acting as administrative agent.
The 364 Day Term Loan Agreement provides for a $700,000,000 364-day
unsecured term loan. The Five Year Term Loan Agreement provides for a
$725,000,000 five year unsecured term loan. The Five Year Revolving Credit
Agreement provides for a $350,000,000 unsecured revolving credit facility. The
Loan Agreements comprise commitments from 15 financial institutions.
Cytec intends to use the proceeds of the 364 Day Term Loan Agreement and
the Five Year Term Loan Agreement, together with available cash, to fund the
cash portion of the transaction price payable by Cytec pursuant to the Stock and
Asset Purchase Agreement, dated as of October 1, 2004 (as amended, the "Purchase
Agreement"), between UCB S.A. ("UCB") and Cytec. Cytec's ability to draw down
the financing to be provided pursuant to each of the Loan Agreements is subject
to customary terms and conditions. Cytec may prepay amounts it draws down under
the Loan Agreements at any time (subject to certain requirements regarding
minimum prepayment amounts and prepayment currencies). Subject to certain
limitations, Cytec is required to prepay amounts it draws down under the 364 Day
Term Loan Agreement or the Five Year Term Loan Agreement if it and its
subsidiaries receive net cash proceeds in excess of $25,000,000 from the
disposition of any of their assets other than in the ordinary course of
business, or, in the case of the 364 Day Term Loan Agreement if it and its
subsidiaries sells or issues equity interests or debt with a maturity of more
than 270 days for cash in excess of $10,000,000 to any third party. Cytec is
required to make payments of principal under the Five Year Term Loan Agreement
of $72,500,000 per year on December 31 of each of 2005, 2006, 2007 and 2008.
Under the Loan Agreements, Cytec is required to comply with certain
financial covenants. For example, Cytec and its subsidiaries are required to
maintain (i) a ratio of consolidated earnings before interest, taxes,
depreciation and amortization to interest expense for the four quarters most
recently ended, in each case, of not less than 4.25:1.00 and (ii) a ratio of
total consolidated debt to consolidated earnings before interest, taxes,
depreciation and amortization for the four quarters most recently ended of not
greater than certain specified ratios for corresponding quarters ranging from
3.00:1.00 to 4.75:1.00.
If Cytec is in default of certain of its obligations under the Loan
Agreements, then the full amount of advances to Cytec under such agreement may
become immediately due and payable. In addition, if Cytec is in default of
certain of its obligations under the Five Year Revolving Credit Agreement, the
administrative agent may demand that Cytec deposit in a collateral account an
amount equal to the maximum amount Cytec is able to access under certain
outstanding letters of credit.
Certain of the lenders, agents and other parties to the Loan Agreements,
and their affiliates, have in the past provided lending, commercial banking,
underwriting, investment banking, or other advisory services to Cytec and its
subsidiaries for which they have received customary compensation.
The Loan Agreements are incorporated by reference into this Item 1.01.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION.
As described in Item 1.01 above, Cytec became obligated on a material
direct financial obligation pursuant to the Loan Agreements. The response to
Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item
2.03.
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ITEM 9.01. EXHIBITS.
(c) EXHIBITS
Exhibit 99.1 364-Day Term Loan Agreement, dated as of February 15, 2005, among
Cytec Industries Inc., the banks, financial institutions and
other institutional lenders listed on the signature pages
thereof, Citigroup Global Markets Inc., as lead arranger and book
manager, Wachovia Bank, National Association and ABN AMRO Bank
N.V., as syndication agents, Calyon New York Branch and The Bank
of Nova Scotia, as documentation agents, and Citicorp North
America, Inc., as administrative agent for the lenders.
Exhibit 99.2 Five Year Term Loan Agreement, dated as of February 15, 2005,
among Cytec Industries Inc., the banks, financial institutions
and other institutional lenders listed on the signature pages
thereof, Citigroup Global Markets Inc., as lead arranger and book
manager, Wachovia Bank, National Association and ABN AMRO Bank
N.V., as syndication agents, Calyon New York Branch, SunTrust
Bank and The Bank of Nova Scotia, as documentation agents, and
Citicorp North America, Inc., as administrative agent for the
lenders.
Exhibit 99.3 Five Year Revolving Credit Agreement, dated as of February 15,
2005, among Cytec Industries Inc., the banks, financial
institutions and other institutional lenders listed on the
signature pages thereof, Citigroup Global Markets Inc., as lead
arranger and book manager, Wachovia Bank, National Association
and ABN AMRO Bank N.V., as syndication agents, Calyon New York
Branch, SunTrust Bank and The Bank of Nova Scotia, as
documentation agents, and Citicorp North America, Inc., as
administrative agent for the lenders.
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.
CYTEC INDUSTRIES INC.
Date: February 22, 2005 By: Roy Smith
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Name: Roy Smith
Title: Vice President
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EXHIBIT INDEX
Exhibit 99.1 364-Day Term Loan Agreement, dated as of February 15, 2005, among
Cytec Industries Inc., the banks, financial institutions and
other institutional lenders listed on the signature pages
thereof, Citigroup Global Markets Inc., as lead arranger and book
manager, Wachovia Bank, National Association and ABN AMRO Bank
N.V., as syndication agents, Calyon New York Branch and The Bank
of Nova Scotia, as documentation agents, and Citicorp North
America, Inc., as administrative agent for the lenders.
Exhibit 99.2 Five Year Term Loan Agreement, dated as of February 15, 2005,
among Cytec Industries Inc., the banks, financial institutions
and other institutional lenders listed on the signature pages
thereof, Citigroup Global Markets Inc., as lead arranger and book
manager, Wachovia Bank, National Association and ABN AMRO Bank
N.V., as syndication agents, Calyon New York Branch, SunTrust
Bank and The Bank of Nova Scotia, as documentation agents, and
Citicorp North America, Inc., as administrative agent for the
lenders.
Exhibit 99.3 Five Year Revolving Credit Agreement, dated as of February 15,
2005, among Cytec Industries Inc., the banks, financial
institutions and other institutional lenders listed on the
signature pages thereof, Citigroup Global Markets Inc., as lead
arranger and book manager, Wachovia Bank, National Association
and ABN AMRO Bank N.V., as syndication agents, Calyon New York
Branch, SunTrust Bank and The Bank of Nova Scotia, as
documentation agents, and Citicorp North America, Inc., as
administrative agent for the lenders.
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