CALGON CARBON CORP FORM 8-K (Current report filing) Filed 03/27/15 for the Period Ending 03/25/15 Address 3000 GSK DRIVE MOON TOWNSHIP, PA, 15108 Telephone 4127876700 CIK 0000812701 SIC Code 2810 - Industrial Inorganic Chemicals Industry Commodity Chemicals Sector Basic Materials Fiscal Year 12/31 http://www.edgar-online.com Copyright 2018, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.
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) March 25, 2015 CALGON CARBON CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-10776 25-0530110 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3000 GSK Drive, Moon Township, PA 15108 (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code (412) 787-6700 (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 (see General Instruction A.2. below): [ ] 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 March 25, 2015, Calgon Carbon Japan KK ( CCJ ), a subsidiary of Calgon Carbon Corporation (the Company ), entered into an extension of its preexisting Specialized Overdraft Account Agreement with The Bank of Tokyo Mitsubishi UFJ, Ltd. ( BTM ) which provides for a working capital loan to CCJ (the Working Capital Loan ) with BTM. Pursuant to the terms of the extension, the maturity was extended from April 2, 2015 to March 31, 2016. CCJ may make voluntary prepayments of principal before the full amount then outstanding is due and payable on March 31, 2016. That certain working capital loan agreement dated March 31, 2010 among CCJ as the borrower and BTM as the lender remains outstanding according to its terms. Pursuant to that certain Letter of Guarantee by and among BTM, CCJ and the Company dated May 10, 2013, a copy of which is incorporated herein by reference as Exhibit 10.4 to the Company s Current Report on Form 8-K filed May 17, 2013, t he Company is jointly and severally liable as the guarantor of CCJ s obligations under the Working Capital Loan and the Company permitted CCJ to grant a security interest and continuing lien in certain of its assets to secure its obligations pursuant to the Working Capital Loan. The summary of the material terms and conditions of the renewal of the Working Capital Loan in this Current Report on Form 8-K is qualified in its entirety by reference to the English translation of the full text of such documents, the same being attached hereto as Exhibit 10.1 and incorporated herein by reference. The original document is written in the Japanese language and the Japanese versions supersede the English translations. Item 2.0 3 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibit is being filed pursuant to Item 601 of Regulation S-K to this Form 8-K: Exhibit No. Description 10.1 Renewal of Existing Credit Facility by and between The Bank of Tokyo-Mitsubishi UJF, Ltd. and Calgon Carbon Japan KK dated March 25, 2015
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. CALGON CARBON CORPORATION (Registrant) Date: March 27, 2015 /s/ Richard D. Rose (Signature) Richard D. Rose Senior Vice President, General Counsel and Secretary
Exhibit 10.1 March 25, 2015 TO : Calgon Carbon Japan KK Re : Renewal of the existing credit facility Dear Sirs, We are pleased to inform you that the short term credit facility currently provided to you by our bank will be renewed for another 1 (one) year based on the conditions mentioned as below. Please note that those conditions are now applicable and no change was made. [ Short Term Credit Facility ] Amount JPY1,500,000,000- Signed on March 31, 2010 Renewal Date April 2, 2015 Maturity Date March 31, 2016 Interest Rate Short Term Prime Rate + 0.00% OR BTMU Tibor + 1.15% Guarantee Joint and several guarantee issued by the parent company (*) Security Eligible Inventory and Eligible Receivables (*Calgon Carbon Corporation) Please note that, apart from the above mentioned facility, we are providing you with a long term loan signed on May 10, 2013 (outstanding balance of JPY450,000,000-) expiring at May 10, 2017. As for detail of the applicable conditions on the above mentioned facilities, please refer to the relevant original agreements. Please feel free to contact with your relationship manager at Yaesudori Commercial Banking Office in charge, should you have any inquiry. Sincerely, The Bank of Tokyo-Mitsubishi UFJ, Ltd. By: /s/ Hirohisa Hasegawa, General Manager Yaesudori Branch Acknowledged by /s/ Natsuo Watase, President Date : March 26, 2015