1 unchanged sentence
Director and Officer Trading Arrangements
−Removed: During the three months ended June 30, 2023, no director or officer of the Company adopted, terminated or modified a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
−Removed: Entry into a Material Definitive Agreement
−Removed: On August 3, 2023, the Company, as borrower, entered into Amendment No.
−Removed: 2 (the “Second Amendment”) to the Second Amended and Restated Credit Agreement with the lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent, Citizens Bank, N.A.
−Removed: and PNC Bank, National Association, as co-syndication agents, and Bank of America, N.A., U.S.
−Removed: Bank National Association and Wells Fargo Bank, National Association, as co-documentation agents, and the other lenders party thereto (collectively, the “Lenders”).
−Removed: The following sets forth a description of the material terms of the Second Amendment:
−Removed: Changed the fiscal quarter maximum Total Net Leverage Ratio covenant from 4.0x to:
−Removed: (i) 5.0x for the quarters ending September 30, 2023 through March 31, 2024, (ii) 4.75x for the quarter ending June 30, 2024, (iii) 4.25 for the quarter ending September 30, 2024, and (iv) 4.0x for the quarter ending December 31, 2024 and thereafter.
−Removed: Changed the fiscal quarter minimum Interest Coverage Ratio covenant from 3.0x to:
−Removed: (i) 2.50x for the quarters ending September 30, 2023 through June 30, 2024, (ii) 2.75x for the quarter ending September 30, 2024, and (iii) 3.0x for the quarter ending December 31, 2024 and thereafter.
−Removed: Reduced the maximum borrowing availability from $375 million to $200 million.
−Removed: Increased the drawn spread by 25 basis points across all levels of the interest rate pricing grid, beginning the quarter ending September 30, 2023.
−Removed: Amended the restricted payments covenant to prohibit dividends and share repurchases during fiscal quarters ending September 30, 2023 through December 31, 2024.
−Removed: The Company and its affiliates regularly engage the Lenders to provide other banking services.
−Removed: All of these engagements are negotiated at arm’s length.
−Removed: The foregoing description of the Second Amendment is not complete and is qualified in its entirety by reference to the entire Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
−Removed: Closure of PE Films Technical Center
−Removed: On August 3, 2023, the Company adopted a plan to close the PE Films technical center in Richmond, VA and reduce its efforts to develop and sell films supporting the semiconductor market.
−Removed: Future research & development activities for PE Films will be performed at the facility in Pottsville, PA.
−Removed: PE Films continues to have new business opportunities primarily relating to surface protection films that protect components of flat panel and flexible displays.
−Removed: The Company anticipates all activities to cease at the PE Films technical center in Richmond, VA, by the end of 2023.
−Removed: The Company expects to recognize cash costs associated with exit activities of $1.8 million for:
−Removed: (i) severance and related costs ($0.9 million), (ii) vacating the facility lease ($0.6 million payable through June 2025), and (iii) building closure costs ($0.3 million).
−Removed: In addition, the Company expects non-cash asset write-offs and accelerated depreciation of up to $4.5 million.
−Removed: Net annual cash savings of $3.4 million are anticipated, beginning in the fourth quarter of 2023.
−Removed: 10.1 Amendment No.
−Removed: 1 to Second Amended and Restated Credit Agreement, dated as of November 29, 2022, among Tredegar Corporation, as borrower, the lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent, Citizens Bank, N.A.
−Removed: and PNC Bank, National Association, as co-syndication agents, and Bank of America, N.A., U.S.
−Removed: Bank National Association and Wells Fargo Bank, National Association, as co-documentation agents, and the other lenders party thereto.
+Added: During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
+Added: 2.1 Purchase and Sale Agreement, dated as of September 1, 2023, by and among Packfilm US LLC, Film Trading Importacao e Representacao Ltda., Terphane LLC, Terphane Limitada, Tredegar Film Products (Latin America), Inc., Terphane Acquisition Corporation II, TAC Holdings, LLC, Tredegar Investments LLC, Tredegar Corporation and Oben Holding Group S.A.C.
+Added: (filed as Exhibit 2.1 of Tredegar’s Current Report on Form 8-K (File No.
+Added: 1-10258), filed on September 5, 2023, and incorporated herein by reference).
+Added: 3.1 Amended and Restated Bylaws of Tredegar Corporation, as of August 4, 2023 (filed as Exhibit 3.1 of Tredegar's Current Report on Form 8-K (File No.
+Added: 1-10258), filed on August 7, 2023, and incorporated herein by reference).
10.1 Amendment No.
1 unchanged sentence
and PNC Bank, National Association, as co-syndication agents, and Bank of America, N.A., U.S.
−Removed: Bank National Association and Wells Fargo Bank, National Association, as co-documentation agents, and the other lenders party thereto.
+Added: Bank National Association and Wells Fargo Bank, National Association, as co-documentation agents, and the other lenders party thereto (filed as Exhibit 10.2 of Tredegar's Second Quarter 2023 Form 10-Q (File No.
+Added: 1-10258), filed on August 9, 2023, and incorporated herein by reference).
+Added: 10.2 Form of Executive Change-in-Control Severance Agreement (filed as Exhibit 10.1 of Tredegar’s Current Report on Form 8-K (File No.
+Added: 1-10258), filed on October 4, 2023, and incorporated herein by reference).
+Added: 10.3 Standard Buyout Commitment Agreement, dated October 31, 2023, by and between Tredegar Corporation and Massachusetts Mutual Life Insurance Company (filed as E xhibit 10.1 of Tredegar's Current Report on Form 8-K (File No.
+Added: 1-10258), filed on November 6, 2023, and incorporated herein by reference ) .
31.1 Certification of President and Chief Executive Officer of Tredegar Corporation, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
8 unchanged sentences
Tredegar Corporation
−Removed: August 9, 2023 /s/ John M.
+Added: November 9, 2023 /s/ John M.
President and Chief Executive Officer
(Principal Executive Officer)
−Removed: August 9, 2023 /s/ D.
+Added: November 9, 2023 /s/ D.
Andrew Edwards
2 unchanged sentences
(Principal Financial Officer)
−Removed: August 9, 2023 /s/ Frasier W.
+Added: November 9, 2023 /s/ Frasier W.
Brickhouse, II
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.