false 0001054905 0001054905 2024-05-16 2024-05-16

 

 

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): May 16, 2024

 

 

INNOSPEC INC.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 1-13879

 

Delaware   98-0181725

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

8310 South Valley Highway Suite 350

Englewood, Colorado, 80112

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code): (303)792-5554

Not Applicable

(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:

 

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   IOSP   NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

As disclosed in its Form 8-K filed May 31, 2023, Innospec Inc. (the “Company”) and certain subsidiaries of the Company (together with the Company, the “Borrowers”) entered into a Multicurrency Revolving Facility Agreement with various lenders (the “Agreement”) providing for a $250,000,000 multicurrency revolving loan facility available to the Borrowers (the “Facility”). The Agreement initially provided that the termination date of the Facility was May 30, 2027, but gave the Company an option to request an extension of the Facility for a further year. In accordance with the terms of the Agreement, the Company requested that the Facility be extended to May 31, 2028. On May 16, 2024, the agent for the Agreement notified the Company that all of the lenders agreed to the extension and confirmed their “approval to extend the Facility termination date to 31st May, 2028”. The extension is effective from May 20, 2024. No other terms of the Agreement or the Facility were modified. The Company paid a customary extension fee in connection with the extension of the Facility as contemplated by the Agreement.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 above, which is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

 

Number

   

Description

   

Method of Filing

10.1
   

Extension Request for Multicurrency Revolving Facility Agreement and Confirmation

   Filed Herewith
104
    Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.   

 

2

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.

 

  INNOSPEC INC.
  By:  

/s/ David B. Jones

    David B. Jones
    SVP, General Counsel and CCO

Date: May 21, 2024

 

3

Exhibit 10.1

 

LOGO

Extension Request

To: Barclays Bank PLC as Agent

From: Innospec Inc.

Dated: 25 April 2024

Dear Sirs

Innospec Inc. – Multicurrency Revolving Facility Agreement dated 31 May 2023 (Facility Agreement)

 

1.

We refer to the Facility Agreement. This is an Extension Request. Terms defined in the Facility Agreement have the same meaning in this Extension Request unless given a different meaning in this Extension Request.

 

2.

We wish to extend the Termination Date to 31 May 2028.

 

3.

This Extension Request is irrevocable.

 

4.

We kindly request that you refer this matter to the Lenders in accordance with clause 7.2 of the Facility Agreement.

Yours faithfully

 

LOGO

For and on behalf of Innospec Inc.

 

  LOGO    Innospec Inc.
   Innospec Manufacturing Park
     Oil Sites Road, Ellesmere Port
     Cheshire, CH65 4EY, UK
     Tel: +44 (0) 151 355 3611
     Fax: +44 (0) 151 356 2349
     www.innospecinc.com
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Document and Entity Information
May 16, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001054905
Document Type 8-K
Document Period End Date May 16, 2024
Entity Registrant Name INNOSPEC INC.
Entity File Number 1-13879
Entity Incorporation State Country Code DE
Entity Tax Identification Number 98-0181725
Entity Address, Address Line One 8310 South Valley Highway Suite 350
Entity Address, City or Town Englewood
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80112
City Area Code (303)
Local Phone Number 792-5554
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol IOSP
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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