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)
December 11, 2009 (December 10, 2009)
STERLING CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-50132
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76-0502785 |
(State or other jurisdiction of
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(Commission File No.)
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(IRS Employer Identification No.) |
Incorporation) |
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333 Clay Street, Suite 3600 |
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Houston, Texas
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77002-4109 |
(Address of principal execute offices)
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(Zip Code) |
(713) 650-3700
(Registrants telephone number, including area code)
Not Applicable
(Former names 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.02. Termination of a Material Definitive Agreement
On December 10, 2009, Sterling Chemicals, Inc. (Sterling) elected to terminate its Amended
and Restated Revolving Credit Agreement (as amended, the Credit Agreement) dated March 29, 2007
with The CIT Group/Business Credit, Inc., as administrative agent, and Wachovia Bank, National
Association (collectively, the Lenders). The termination of the Credit Agreement will be
effective as of January 24, 2010. The Credit Agreement governs Sterlings senior secured revolving
credit facility, which provides for borrowings of up to $25 million in revolving loans, with
sub-facilities for swingline loans and letters of credit. There are not any revolving loans
currently outstanding, and in connection with the termination, Sterling expects to either cash
collateralize its approximately $3.5 million of outstanding letters of credit or enter into a
letter of credit facility.
The Credit Agreement was scheduled to terminate by its terms on March 29, 2012. Sterling
elected to terminate the Credit Agreement prior to its maturity date because, due to its existing
cash reserves and its low working capital needs, it does not currently use or foresee any future
need for a revolving credit facility. There are not any penalties or termination fees payable by
Sterling in connection with the early termination of the Credit Agreement.
The Credit Agreement was secured by first priority liens on all of Sterlings accounts
receivable, inventory and other specified assets. Available credit under the Credit Agreement was
subject to a monthly borrowing base of 70% of eligible accounts receivable plus 65% of eligible
inventory, and borrowings bore interest at either an annual rate of a base rate plus 0.0% to 0.50%
or the LIBOR rate plus 1.50% to 2.25%, depending upon borrowing availability. Sterling was also
required to pay an aggregate commitment fee of 0.375% per year (payable monthly) on any unused
portion of the revolving credit facility. The Credit Agreement contained customary covenants,
including restrictions on Sterlings ability to incur indebtedness, create liens, sell assets, make
investments, make capital expenditures, engage in mergers and acquisitions and pay dividends.
Other than the Credit Agreement, Sterling and its affiliates do not have any material
relationships with either of the Lenders.