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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/26/22 Chemours Co. 10-Q 9/30/22 129:21M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 6.12M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 141K
3: EX-22 Published Report re: Matters Submitted to a Vote HTML 38K
of Security Holders
8: EX-95 Mine-Safety Disclosure HTML 61K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 40K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 40K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 37K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 37K
14: R1 Document and Entity Information HTML 87K
15: R2 Interim Consolidated Statements of Operations HTML 119K
(Unaudited)
16: R3 Interim Consolidated Statements of Comprehensive HTML 121K
Income (Unaudited)
17: R4 Interim Consolidated Balance Sheets (Unaudited) HTML 172K
18: R5 Interim Consolidated Balance Sheets (Unaudited) HTML 46K
(Parenthetical)
19: R6 Interim Consolidated Statements of Stockholders' HTML 109K
Equity (Unaudited)
20: R7 Interim Consolidated Statements of Stockholders' HTML 37K
Equity (Unaudited) (Parenthetical)
21: R8 Interim Consolidated Statements of Cash Flows HTML 139K
(Unaudited)
22: R9 Background, Description of the Business, and Basis HTML 45K
of Presentation
23: R10 Recent Accounting Pronouncements HTML 47K
24: R11 Acquisitions and Divestitures HTML 42K
25: R12 Net Sales HTML 336K
26: R13 Restructuring, Asset-Related, and Other Charges HTML 126K
27: R14 Other Income (Expense), Net HTML 98K
28: R15 Earnings Per Share of Common Stock HTML 127K
29: R16 Accounts and Notes Receivable, Net HTML 66K
30: R17 Inventories HTML 70K
31: R18 Property, Plant, and Equipment, Net HTML 80K
32: R19 Investments in Affiliates HTML 46K
33: R20 Other Assets HTML 62K
34: R21 Other Accrued Liabilities HTML 75K
35: R22 Debt HTML 250K
36: R23 Other Liabilities HTML 67K
37: R24 Commitments and Contingent Liabilities HTML 392K
38: R25 Equity HTML 128K
39: R26 Stock-based Compensation HTML 80K
40: R27 Accumulated Other Comprehensive Loss HTML 115K
41: R28 Financial Instruments HTML 329K
42: R29 Long-term Employee Benefits HTML 147K
43: R30 Supplemental Cash Flow Information HTML 55K
44: R31 Segment Information HTML 381K
45: R32 Recent Accounting Pronouncements (Policies) HTML 47K
46: R33 Net Sales (Tables) HTML 324K
47: R34 Restructuring, Asset-Related, and Other Charges HTML 122K
(Tables)
48: R35 Other Income (Expense), Net (Tables) HTML 97K
49: R36 Earnings Per Share of Common Stock (Tables) HTML 128K
50: R37 Accounts and Notes Receivable, Net (Tables) HTML 62K
51: R38 Inventories (Tables) HTML 67K
52: R39 Property, Plant, and Equipment, Net (Tables) HTML 73K
53: R40 Other Assets (Tables) HTML 61K
54: R41 Other Accrued Liabilities (Tables) HTML 74K
55: R42 Debt (Tables) HTML 221K
56: R43 Other Liabilities (Tables) HTML 66K
57: R44 Commitments and Contingent Liabilities (Tables) HTML 177K
58: R45 Equity (Tables) HTML 106K
59: R46 Stock-based Compensation (Tables) HTML 51K
60: R47 Accumulated Other Comprehensive Loss (Tables) HTML 114K
61: R48 Financial Instruments (Tables) HTML 290K
62: R49 Long-term Employee Benefits (Tables) HTML 138K
63: R50 Supplemental Cash Flow Information (Tables) HTML 54K
64: R51 Segment Information (Tables) HTML 365K
65: R52 Background, Description of the Business, and Basis HTML 37K
of Presentation - Narrative (Details)
66: R53 Acquisitions and Divestitures - Narrative HTML 50K
(Details)
67: R54 Net Sales - Summary of Disaggregation of Net Sales HTML 92K
by Geographical Region and Segment and Product
Group (Details)
68: R55 Net Sales - Summary of Contract Balances from HTML 43K
Contracts with Customers (Details)
69: R56 Net Sales - Narrative (Details) HTML 40K
70: R57 Net Sales - Narrative (Details1) HTML 45K
71: R58 Restructuring, Asset-Related, and Other Charges - HTML 45K
Schedule of Restructuring Program (Details)
72: R59 Restructuring, Asset-Related, and Other Charges - HTML 36K
Schedule of Restructuring Program (Parenthetical)
(Details)
73: R60 Restructuring, Asset-Related, and Other Charges - HTML 48K
Narrative (Details)
74: R61 Restructuring, Asset-Related, and Other Charges - HTML 47K
Restructuring Program Schedule (Details)
75: R62 Other Income (Expense), Net - Components of Other HTML 47K
Income (Expense) (Details)
76: R63 Other Income (Expense), Net - Components of Other HTML 42K
Income (Expense) (Parenthetical) (Details)
77: R64 Earnings Per Share of Common Stock - Schedule of HTML 69K
Earnings Per Share, Basic and Diluted (Details)
78: R65 Earnings Per Share of Common Stock - Schedule of HTML 37K
Anti-dilutive Securities Excluded from Computation
of Earnings Per Share (Details)
79: R66 Accounts and Notes Receivable, Net - Schedule of HTML 43K
Accounts and Notes Receivable (Details)
80: R67 Accounts and Notes Receivable, Net - Schedule of HTML 42K
Accounts and Notes Receivable (Parenthetical)
(Details)
81: R68 Accounts and Notes Receivable, Net - (Narrative) HTML 40K
(Details)
82: R69 Inventories - Schedule of Inventories (Details) HTML 47K
83: R70 Inventories - Narrative (Details) HTML 40K
84: R71 Property, Plant, and Equipment, Net - Summary of HTML 54K
Property, Plant, and Equipment, Net (Details)
85: R72 Property, Plant, and Equipment, Net - Narrative HTML 39K
(Details)
86: R73 Investments in Affiliates - Narrative (Details) HTML 46K
87: R74 Other Assets - Schedule of Other Assets (Details) HTML 46K
88: R75 Other Accrued Liabilities - Schedule of Other HTML 52K
Accrued Liabilities (Details)
89: R76 Debt - Components of Debt (Details) HTML 68K
90: R77 Debt - Components of Debt (Parenthetical) HTML 54K
(Details)
91: R78 Debt - Senior Secured Credit Facilities - HTML 72K
Narrative (Details)
92: R79 Debt - Note Repurchases - Narrative (Details) HTML 46K
93: R80 Debt - Accounts Receivable Securitization Facility HTML 48K
- Narrative (Details)
94: R81 Debt - Maturities and Fair Value - Narrative HTML 49K
(Details)
95: R82 Debt - Schedule of Debt Principal Maturities HTML 55K
(Details)
96: R83 Debt - Estimated Fair Values of Senior Debt Issues HTML 81K
(Details)
97: R84 Debt - Estimated Fair Values of Senior Debt Issues HTML 54K
(Parenthetical) (Details)
98: R85 Other Liabilities - Schedule of Other Liabilities HTML 46K
(Details)
99: R86 Other Liabilities - Schedule of Other Liabilities HTML 39K
(Parenthetical) (Details)
100: R87 Commitments and Contingent Liabilities - Schedule HTML 46K
of Components of Accrued Litigation (Details)
101: R88 Commitments and Contingent Liabilities - Schedule HTML 42K
of Components of Accrued Litigation
(Parenthetical) (Details)
102: R89 Commitments and Contingent Liabilities - Schedule HTML 48K
of Current and Long-term Components of Accrued
Litigation and Balance Sheet Locations (Details)
103: R90 Commitments and Contingent Liabilities - Schedule HTML 42K
of Current and Long-term Components of Accrued
Litigation and Balance Sheet Locations
(Parenthetical) (Details)
104: R91 Commitments and Contingent Liabilities - HTML 242K
Litigation - Narrative (Details)
105: R92 Commitments and Contingent Liabilities - Schedule HTML 51K
of Environmental Remediation Liabilities (Details)
106: R93 Commitments and Contingent Liabilities - Schedule HTML 45K
of Current and Long-term Components of
Environmental Remediation Liabilities (Details)
107: R94 Commitments and Contingent Liabilities - HTML 141K
Environmental - Narrative (Details)
108: R95 Commitments and Contingent Liabilities - Schedule HTML 46K
of On-Site and Off-Site Components of Accrued
Environmental Remediation Liabilities Related to
PFAS (Details)
109: R96 Commitments and Contingent Liabilities - Schedule HTML 49K
of Current and Long-term Components of Accrued
Environmental Remediation Liabilities (Details)
110: R97 Equity - Narrative (Details) HTML 71K
111: R98 Equity - Schedule of Share Repurchase Activity HTML 50K
(Details)
112: R99 Stock-based Compensation - Narrative (Details) HTML 76K
113: R100 Stock-based Compensation - Weighted Average HTML 48K
Assumptions of Stock Option (Details)
114: R101 Accumulated Other Comprehensive Loss - Schedule of HTML 58K
Accumulated Other Comprehensive Loss (Details)
115: R102 Financial Instruments - Narrative (Details) HTML 92K
116: R103 Financial Instruments - Schedule of Derivative HTML 54K
Assets and Liabilities At Fair Value (Details)
117: R104 Financial Instruments - Schedule of Pre-tax Charge HTML 62K
Fair Value of Financial Instruments (Details)
118: R105 Long-term Employee Benefits (Schedule of Net HTML 75K
Periodic Pension (Cost) Income and Amounts
Recognized in Other Comprehensive Income (Details)
119: R106 Long-term Employee Benefits (Narrative) (Details) HTML 40K
120: R107 Supplemental Cash Flow information - HTML 46K
Reconciliation of Cash, Cash Equivalents,
Restricted Cash and Restricted Cash Equivalents
(Details)
121: R108 Segment Information - Narrative (Details) HTML 52K
122: R109 Segment Information - Schedule of Segment HTML 73K
Information (Details)
123: R110 Segment Information - Reconciliation of Segment HTML 67K
Adjusted EBITDA from Segments to Consolidated Net
Income (Loss) Before Income Taxes (Details)
124: R111 Segment Information - Reconciliation of Segment HTML 44K
Adjusted EBITDA from Segments to Consolidated Net
Income (Loss) Before Income Taxes (Parenthetical)
(Details)
127: XML IDEA XML File -- Filing Summary XML 247K
125: XML XBRL Instance -- cc-20220930_htm XML 6.09M
126: EXCEL IDEA Workbook of Financial Reports XLSX 232K
9: EX-101.CAL XBRL Calculations -- cc-20220930_cal XML 293K
11: EX-101.DEF XBRL Definitions -- cc-20220930_def XML 983K
12: EX-101.LAB XBRL Labels -- cc-20220930_lab XML 1.85M
13: EX-101.PRE XBRL Presentations -- cc-20220930_pre XML 1.51M
10: EX-101.SCH XBRL Schema -- cc-20220930 XSD 322K
128: JSON XBRL Instance as JSON Data -- MetaLinks 577± 931K
129: ZIP XBRL Zipped Folder -- 0000950170-22-020205-xbrl Zip 635K
| EX-4.1 |
EXHIBIT 4.1
Execution Version
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
(the “Agreement”) entered into as of the 1st day of August 2022 among The Chemours Company, a Delaware corporation (the “Issuer”), U.S. Bank National Association ("the Retiring Trustee"), and Deutsche Bank Trust Company Americas, a New York banking corporation (“DBTCA"’).
W I T N E S S E T H
WHEREAS, the Issuer and Retiring Trustee entered into that certain Indenture dated as of November 27, 2020 (as amended and supplemented to the date hereof, the “Indenture”) with respect to the issuance of Senior Debt Securities (as defined in the Indenture), of which $800,000,000 aggregate principal amount of the Issuer’s 5.750% Senior Notes due 2028 (the “2028 Notes”) and $650,000,000 aggregate principal amount of the Issuer’s 4.625% Senior Notes due 2029 (the “2029 Notes” and, together with the 2028 Notes, the “Notes”) are outstanding as of the date hereof; and
WHEREAS, Retiring Trustee has been acting as Trustee (as defined in the Indenture) under the Indenture; and
WHEREAS, Section 7.10 of the Indenture provides that Retiring Trustee may resign at any time and be discharged of the trust created by the Indenture by giving written notice thereof to the Issuer which resignation shall become effective upon the appointment of and acceptance of such appointment by a successor trustee; and
WHEREAS, Retiring Trustee, pursuant to the provisions of Section 7.10 of the Indenture, has given such written notice to the Issuer on the 1st day of August 2022, a copy of which is attached hereto as Exhibit A, which resignation shall create a vacancy in the office of the Trustee; and
WHEREAS, Section 7.10 of the Indenture further provides that the Issuer shall promptly appoint a successor trustee to fill a vacancy in the office of Trustee under the Indenture; and
WHEREAS, the Issuer wishes to appoint DBTCA as successor trustee under the Indenture; and
WHEREAS, DBTCA is willing to accept such appointment as successor trustee on the terms and conditions set forth herein and under the Indenture; and
WHEREAS, DBTCA is eligible to act as successor trustee under the Indenture;
NOW, THEREFORE, pursuant to the provisions of the Indenture and in consideration of the covenants herein contained, it is agreed among the Issuer, Retiring Trustee and DBTCA as follows:
EXHIBIT 4.1
EXHIBIT 4.1
The Issuer agrees to indemnify and hold harmless the successor trustee and its directors, officers, employees and agents (the “Indemnified Parties”) from and against any expenses and liabilities (each an “Indemnifiable Loss”) that the Indemnified Parties may incur in connection with the following:
EXHIBIT 4.1
EXHIBIT 4.1
The parties hereto acknowledge that in order to help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act) all financial institutions are required to obtain, verify, record and update information that identifies each person establishing a relationship or opening an account. The parties to this Agreement agree that they will provide to DBTCA such information as it may request, from time to time, in order for DBTCA to satisfy the requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification number and other information that will allow it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for
EXHIBIT 4.1
formation documents such as articles of incorporation or other identifying documents to be provided.
EXHIBIT 4.1
any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that such party shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of any party acting on unauthorized instructions and the risk of interception and misuse by third parties.
[Remainder of page intentionally left blank]
EXHIBIT 4.1
IN WITNESS WHEREOF, The Chemours Company has caused this instrument to be executed by one of its duly authorized officers; US. Bank National Association has caused this instrument to be executed by one of its duly authorized officers; and Deutsche Bank Trust Company Americas has caused this instrument to be executed by two of its duly authorized officers, all as of the date first written above
The Chemours Company
By /s/ Sameer Ralhan
Name: Sameer Ralhan
Title: SVP and CFO
U.S. Bank National Association,
as Retiring Trustee
By /s/ Mark DiGiacomo Name: Mark DiGiacomo
Title: Vice President
Deutsche Bank Trust Company Americas, as successor trustee
By /s/ Rodney Gaughan Name: Rodney Gaughan
Title: Vice President
By /s/ Irina Golovashchuk Name: Irina Golovashchuk
Title: Vice President
EXHIBIT 4.1
EXHIBIT A
U.S. Bank National Association 333 Thornall St, 4th Floor Edison, New Jersey 08837
The Chemours Company 1007 Market Street
Re: Notice of Resignation of Trustee
Notice is hereby given to The Chemours Company (the “Issuer”), pursuant to Section
7.10 of the Indenture, dated November 27, 2020, by and between the Issuer and U.S. Bank National Association (as amended and supplemented to the date hereof, the “Indenture”) under which the Issuer’s 5.750% Senior Notes due 2028 (the “2028 Notes”) and 4.625% Senior Notes due 2029 (the “2029 Notes” and, together with the 2028 Notes, the “Notes”) were issued, that U.S. Bank National Association has resigned as Trustee, Security Registrar and paying agent under the Indenture, effective August 11, 2022. Capitalized terms used but not defined herein have the meanings given in the Indenture.
[Remainder of page intentionally left blank]
EXHIBIT 4.1
Sincerely,
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Mark DiGiacomo Name: Mark DiGiacomo
Title: Vice President
EXHIBIT 4.1
EXHIBIT B
THE CHEMOURS COMPANY
NOTICE OF RESIGNATION OF TRUSTEE
To the Holders of
5.750% Senior Notes due 2028, CUSIPs 163851AF5 and U16309AH6 (the “2028 Notes”) and 4.625% Senior Notes due 2029, CUSIPs 163851AH1 and U16309AJ2 (the “2029 Notes” and, together with the 2028 Notes, the “Notes”)
NOTICE IS HEREBY GIVEN, pursuant to Section 7.10 of the Indenture, dated November 27, 2020, by and between The Chemours Company and U.S. Bank National Association (as amended and supplemented to the date hereof, the “Indenture”) under which the above mentioned Notes were issued, that U.S. Bank National Association has resigned as Trustee, Security Registrar and paying agent under the Indenture, effective August 11, 2022.
The Chemours Company
Dated: August 1, 2022
EXHIBIT 4.1
EXHIBIT C
THE CHEMOURS COMPANY
NOTICE OF APPOINTMENT OF SUCCESSOR TRUSTEE
To the Holders of
5.750% Senior Notes due 2028, CUSIPs 163851AF5 and U16309AH6 (the “2028 Notes”) and 4.625% Senior Notes due 2029, CUSIPs 163851AH1 and U16309AJ2 (the “2029 Notes” and, together with the 2028 Notes, the “Notes”)
NOTICE IS HEREBY GIVEN that The Chemours Company (the “Company”) has received a notice of resignation from U.S. Bank National Association, as Trustee, Security Registrar and paying agent under the Indenture, dated as of November 27, 2020 (as amended and supplemented to the date hereof, the ”Indenture”), such resignation to be effective August 11, 2022.
NOTICE IS HEREBY FURTHER GIVEN that pursuant to Section 7.10 of the Indenture, the Company has appointed Deutsche Bank Trust Company Americas, a New York banking corporation, as successor Trustee, Security Registrar and paying agent under the Indenture. Deutsche Bank Trust Company Americas has, pursuant to Section 7.11 of the Indenture, accepted such appointment to be effective August 11, 2022. The address of the Corporate Trust Office of Deutsche Bank Trust Company Americas is I Columbus Circle, 17th Floor, Trust and Agency Services, New York, New York 10019, Attention: Corporates Team Deal Manager – The Chemours Company, Telecopy: +1(732) 578-4635. Said office has also been designated as the office or agency of the Company where said Notes may be presented for payment, registration of transfer or exchange as provided in the Indenture. Notes being sent to Deutsche Bank Trust Company Americas for payment, registration of transfer or exchange should be sent to one of the following addresses:
By Mail:
DB Services Americas, Inc. MS JCK01-0218
5022 Gate Parkway, Suite 200
By Overnight Courier:
DB Services Americas, Inc. MS JCK01-0218
5022 Gate Parkway, Suite 200
Dated: August 1, 2022
The Chemours Company
EXHIBIT 4.1
EXHIBIT D
BOARD RESOLUTIONS
The following is a true copy of resolutions adopted on July 26, 2022 by the Board of Directors of The Chemours Company, a Delaware corporation (the “Company”).
RESOLVED, that any officer of this Company is hereby authorized to accept the resignation of U.S. Bank National Association as Trustee, Security Registrar and paying agent under the Indenture, dated as of November 27, 2020, by and between the Company and U.S. Bank National Association (as amended and supplemented to the date hereof, the “Indenture”) and to appoint Deutsche Bank Trust Company Americas, a New York banking corporation, as successor Trustee, Security Registrar and paying agent under the Indenture and the office or agency of the Company where securities issued and outstanding under the Indenture may be presented for payment, registration of transfer or exchange as provided in the Indenture; and
FURTHER RESOLVED, that any officer of this Company is hereby authorized to enter into such agreements and other instruments as may be necessary or desirable to effectuate the appointment of said Deutsche Bank Trust Company Americas as successor Trustee, Security Registrar and paying agent under said Indenture.
[Signature page follows]
EXHIBIT 4.1
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of this 1st day of August, 2022.
/s/ David C. Shelton
David C. Shelton Corporate Secretary
[Signature Page to Secretary’s Certificate]
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/26/22 | |||
| For Period end: | 9/30/22 | 4 | ||
| 8/11/22 | ||||
| 8/1/22 | 10-Q | |||
| 7/26/22 | ||||
| 11/27/20 | 8-K | |||
| 10/1/03 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 Chemours Co. 10-K 12/31/23 200:50M Donnelley … Solutions/FA 2/10/23 Chemours Co. 10-K 12/31/22 185:39M Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/22/22 Chemours Co. 8-K:5,9 8/19/22 12:444K ActiveDisclosure/FA 7/01/15 Chemours Co. 8-K:1,5,8,9 6/26/15 10:1.5M Donnelley … Solutions/FA |