Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Other Events
Item 1.01. Entry into a Material Definitive Agreement. Incremental Term Loans & Revolver Upsize On February 2, 2026 (the "Effective Date"), Element Solutions Inc (the "Company"), MacDermid, Incorporated ("MacDermid," and together with the Company, the "Borrowers"), certain subsidiaries of the Company party thereto, Citibank, N.A., as collateral agent and administrative agent (the "Agent"), and the…
Filed Feb 2, 2026Accepted Feb 2, 2026, 4:48 PM ESTCIK 1590714Accession 0001590714-26-000003
Element Solutions Inc is a leading global specialty chemicals technology company whose businesses supply a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes, these innovative solutions enable customers' manufacturing processes in multiple high-value industries, including semiconductor fabrication, high-performance computing, automotive systems, consumer electronics, power electronics, communications and data storage infrastructure, aerospace and defense, industrial surface finishing and offshore energy.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Incremental Term Loans & Revolver Upsize
On February 2, 2026 (the "Effective Date"), Element Solutions Inc (the "Company"), MacDermid, Incorporated ("MacDermid," and together with the Company, the "Borrowers"), certain subsidiaries of the Company party thereto, Citibank, N.A., as collateral agent and administrative agent (the "Agent"), and the lenders party thereto, entered into an Amendment No. 10 and Joinder to Credit Agreement ("Amendment No. 10"), which amends that certain credit agreement, dated as of January 31, 2019 (as amended and/or supplemented from time to time, the “Credit Agreement”).
Amendment No. 10 provided for (i) an incremental term facility for new U.S. Dollar denominated term loans (the "New Term Loans") in an aggregate principal amount of $450 million with such New Term Loans established as an increase to, and fungible with, the Company's existing $836 million tranche B U.S. Dollar denominated term loans (the "Existing Term Loans" and together with the New Term Loans, the "Term Loans") and (ii) a new revolving credit facility in an aggregate principal amount of $500 million (the "New Revolving Credit Facility"), which replaced the $375 million revolving credit facility in effect immediately prior to the Effective Date (the "Initial Revolving Credit Facility"), thereby upsizing the Initial Revolving Credit Facility by $125 million and also extending its maturity to February 2, 2031.
The proceeds of the New Term Loans, together with available cash, were used to finance the purchase price of the previously-announced acquisition of Micromax, which closed on February 2, 2026 for approximately $500 million, subject to adjustments.
Except as set forth in Amendment No. 10, the New Term Loans have identical terms as the Existing Term Loans, including a maturity date of December 18, 2030 and an applicable interest rate of Term SOFR (as defined in the Credit Agreement), subject to a rate floor of 0%, plus an applicable margin of 1.75% per annum. Certain restricted subsidiaries of the Borrowers acting as guarantors under the Credit Agreement (the “Guarantors”) will guarantee the Borrowers’ obligations under the New Term Loans. The New Term Loans will also be secured by the collateral pledged by the Borrowers and the Guarantors under the Company's existing pledge and security agreement, dated as of January 31, 2019, which is attached hereto as
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation.
The information set forth under Item 1.01 regarding Amendment No. 10 and the swaps is incorporated by reference herein.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On the Effective Date, the Company issued a press release announcing the completion of the Company's acquisition of Micromax as well as the New Terms Loans and the New Revolving Credit Facility. A copy of the press release is attached hereto as