Rogers restates credit agreement for $350 million term loan, revolver

By Marisa Wong

Madison, Wis., June 24 – Rogers Corp. entered into a second amended and restated credit agreement on June 18 for a $55 million term loan and up to $295 million of revolving loans, according to an 8-K filing with the Securities and Exchange Commission.

The revolver includes sublimits for multicurrency borrowings, letters of credit and swing-line notes, and the facility has a $50 million expansion feature.

JPMorgan Securities LLC and HSBC Bank USA, NA are the joint bookrunners and joint lead arrangers with JPMorgan Chase Bank, NA as administrative agent, HSBC Bank USA, NA and Citizens Bank, N.A. as co-syndication agents and Fifth Third Bank and Citibank, NA as co-documentation agents.

The credit agreement amends and restates Rogers’ existing credit agreement dated July 13, 2011.

The new credit agreement increases credit availability to $350 million from $265 million, with an additional $50 million expansion option, extends the maturity to June 18, 2020 from July 13, 2016 and reduces the borrowing spread.

The amendment also eliminates the capital expenditures covenant; eliminates the $100 million cap on permitted acquisitions as long as the company meets an adjusted financial covenant requirement; releases the mortgages on the company’s real estate; implements larger baskets for permitted debt, asset sales and dividends; eliminates some cross-default provisions; and removes some types of events that would trigger a change-in-control default.

Borrowings under the restated facility bear interest at Libor plus a spread of 137.5 basis points to 175 bps, depending on the company’s leverage ratio.

In addition, the company must pay a quarterly fee of 20 bps to 30 bps, depending on its leverage ratio.

The credit agreement’s financial covenants include a requirement to maintain a leverage ratio of no more than 3.25 to 1.00, subject to a one-time election to increase the maximum leverage ratio to 3.50 to 1.00 for one fiscal year in connection with a permitted acquisition, and an interest coverage ratio of no less than 3.00 to 1.00. Under the prior credit agreement, the company was subject to a maximum leverage ratio of 3.00 to 1.00 and a fixed-charge coverage ratio of no less than 2.50 to 1.00.

All amounts borrowed or outstanding under the amended credit agreement, with the exception of amounts borrowed under the term loan, which are subject to quarterly principal payments, are due on June 18, 2020.

Proceeds may be used for working capital needs, letters of credit and general corporate purposes of the company or its subsidiaries, including the financing of permitted acquisitions.

At June 18, the company had outstanding debt of $180 million under the new facility, which includes $55 million borrowed under the term loan and $125 million borrowed under the revolving line of credit.

The Rogers, Conn.-based company focuses on worldwide markets that support high technology applications, such as cellular base stations and antennas, handheld wireless devices, satellite television receivers, wind and solar energy applications and hybrid, including electric vehicles.

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