- Amended Current report filing (8-K/A)
June 22 2010 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
June 19, 2010
CORN PRODUCTS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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1-13397
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22-3514823
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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5 Westbrook Corporate Center, Westchester, Illinois
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60154-5749
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(Address of Principal Executive Offices)
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(Zip Code)
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(708) 551-2600
(Registrants Telephone Number, Including Area Code)
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:
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))
EXPLANATORY NOTE: The following
is an amended version of the Form 8-K originally filed on June 21, 2010, which
is hereby amended and restated in its entirety as follows:
Item 1.01. Entry Into Material Definitive Agreement.
On
June 19, 2010, Corn Products International, Inc. (Corn Products or
the Company) entered into an International Share and Business Sale Agreement
(the Sale Agreement) with Akzo Nobel N.V. (the Seller), pursuant to which
Corn Products has agreed to purchase certain business entities and assets
comprising the Sellers specialty starches business, commonly known as National
Starch (National Starch), for a purchase price of $1.3 billion in cash,
subject to certain post-closing adjustments (the Acquisition). The Acquisition has been approved by the
respective boards of directors of Corn Products and the Seller, does not
require approval by the stockholders of either Corn Products or the Seller and
is expected to close during the third quarter of 2010.
The Sale Agreement contains
customary representations, warranties and covenants by the Seller and Corn
Products, and is subject to customary closing conditions, including the receipt
of certain regulatory approvals, such as the expiration or earlier termination
of the waiting period under the Hart-Scott-Rodino Act. Corn Products obligation to close the
Acquisition is not conditioned upon its ability to secure financing for the
Acquisition. The parties are obligated,
subject to certain limitations, to indemnify each other under the Sale
Agreement for breaches of warranties, nonfulfillment or breaches of covenants
and agreements, and for certain third-party claims. The Seller and Corn Products have agreed to
enter into related transaction agreements at the closing, including a
transition services agreement and an intellectual property license.
On
June 19, 2010, in connection with the execution of the Sale Agreement,
Corn Products has signed a commitment letter (the Commitment Letter) with
JPMorgan Chase Bank, N.A. (JPMCB) and J.P. Morgan Securities Inc. (together
with JPMCB, J.P. Morgan). Under the
Commitment Letter, JPMCB is authorized to act as administrative agent (the Agent),
J.P. Morgan Securities Inc. is authorized to act as sole lead arranger and sole
book runner. The Commitment Letter
provides that JPMCB will commit to provide an aggregate principal amount of
$1.35 billion under a 364-day term loan credit facility (the Bridge Facility).
If the Bridge Facility is drawn, Corn
Products would use the proceeds to finance the Acquisition and related
acquisition expenses. The commitment to
provide the Bridge Facility is subject to certain conditions, including the
absence of a Group Material Adverse Effect (as defined in the Sale Agreement),
the negotiation of definitive documentation, pro forma compliance with the
financial covenants contained in the definitive documentation and other
customary closing conditions more fully set forth in the Commitment Letter.
Corn Products will pay
certain customary fees and expenses in connection with obtaining the Bridge
Facility, including an underwriting fee, which was paid by the Company
following execution of the Commitment Letter.
J.P. Morgan is providing
certain advisory and other services to Corn Products in connection with the
Acquisition and related financing.
The
foregoing summaries of the Sale Agreement and the Commitment Letter are
qualified in their entirety by the terms and conditions of the Sale Agreement
and the Commitment Letter, which are filed as Exhibits 2.1 and 10.1 to this
Current Report on Form 8-K, respectively, and are incorporated by
reference herein.
The
Sale Agreement has been included to provide investors and security holders with
information regarding its terms. The
warranties and covenants contained in the Purchase Agreement were made only for
purposes of that agreement and as of specific dates; were solely for the
benefit of the parties to the Sale Agreement; may be subject to limitations
agreed upon by the parties, including being qualified by confidential
disclosures made for the purposes of allocating contractual risk between the
parties to the Sale Agreement instead of establishing these matters as facts;
and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Investors should not rely on the warranties
and covenants or any description thereof as characterizations of the actual
state of facts or condition of National Starch, the Seller or Corn Products or
any of their respective subsidiaries or affiliates. Moreover, information concerning the subject
matter of the warranties and covenants may change after the date of the Sale
Agreement, which subsequent information may or may not be fully reflected in
public disclosures by Corn Products.
Item
7.01. Regulation FD Disclosure
On
June 21, 2010, Corn Products issued a press release announcing the
execution of the Sale Agreement. A copy
of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
2
The
information contained in, or incorporated into, this Item 7.01, including Exhibit 99.1
attached hereto, is being furnished and shall not be deemed filed for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any registration
statement or other filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference to
such filing.
Forward-Looking
Statements
This
filing contains or may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. The Company intends these forward-looking
statements to be covered by the safe harbor provisions for such statements. These statements include, among other things,
any predictions regarding the Companys prospects or future financial
condition, earnings, revenues, expenses or other financial items, any
statements concerning the Companys prospects or future operations, including
managements plans or strategies and objectives therefor, expectations
regarding the proposed acquisition, including synergies, time of closing,
accretion and credit ratings, and any assumptions, expectations or beliefs
underlying the foregoing. These
statements can sometimes be identified by the use of forward looking words such
as may, should, will, anticipate, believe, plan, project, estimate,
expect, intend, continue, pro forma, forecast or other similar
expressions or the negative thereof. All
statements other than statements of historical facts in this news release or
referred to in this news release are forward-looking
statements. These statements are based
on current expectations, but are subject to certain inherent risks and uncertainties,
many of which are difficult to predict and are beyond the control of the
Company. Although the Company believes
the expectations reflected in these forward-looking statements are based on
reasonable assumptions, securityholders are cautioned that no assurance can be
given that these expectations will prove correct. Actual results and
developments may differ materially from the expectations expressed in or
implied by these statements, based on various factors, including the effects of
the global economic recession and its impact on sales volumes and pricing of
our products, the Companys ability to collect its receivables from customers
and ability to raise funds at reasonable rates; fluctuations in worldwide
markets for corn and other commodities, and the associated risks of hedging
against such fluctuations; fluctuations in the markets and prices for
co-products, particularly corn oil; fluctuations in aggregate industry supply
and market demand; the behavior of financial markets, including foreign
currency fluctuations and fluctuations in interest and exchange rates;
continued volatility and turmoil in the capital markets; the commercial and
consumer credit environment; general political, economic, business, market and
weather conditions in the various geographic regions and countries in which the
Company or National Starch manufactures and/or sells products; future financial
performance of major industries served by the Company or National Starch,
including, without limitation, the food and beverage, pharmaceuticals, paper,
corrugated, textile and brewing industries; energy costs and availability,
freight and shipping costs, changes in regulatory controls regarding quotas,
tariffs, duties, taxes and income tax rates; operating difficulties; boiler
reliability; the Companys ability to effectively integrate acquired
businesses; labor disputes; genetic and biotechnology issues; changing
consumption preferences and trends; increased competitive and/or customer
pressure in the corn-refining industry; and the outbreak or continuation of
serious communicable disease or hostilities including acts of terrorism. Factors relating to the proposed acquisition
that could cause actual results and developments to differ from expectations
include: required regulatory approvals
may not be obtained in a timely manner, if at all; the proposed acquisition may
not be consummated in a timely manner or at all; the anticipated benefits of
the proposed acquisition, including synergies, may not be realized; the integration
of National Starchs operations with those of Corn Products may be materially
delayed or may be more costly or difficult than expected, and we may be unable
to maintain our current credit ratings.
Forward-looking statements speak only as of the date on which they are
made and the Company does not undertake any obligation to update any
forward-looking statement to reflect events or circumstances after the date of
the statement as a result of new information or future events or developments. If the Company does update or correct one or
more of these statements, investors and others should not conclude that it will
make additional updates or corrections. For a further description of these and other
risks, see Risk Factors included in our Annual Report on Form 10-K for
the year ended December 31, 2009 and subsequent reports on Forms 10-Q or
8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
.
3
Exhibit
No.
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Exhibit
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2.1*
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International Share and Business Sale Agreement,
dated as of June 19, 2010, between Akzo Nobel N.V. and Corn Products
International, Inc.
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10.1*
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Commitment Letter from JPMorgan Chase Bank, N.A.
and J.P. Morgan Securities, dated June 19, 2010
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99.1*
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Press Release dated June 21, 2010
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Previously filed or
furnished as an exhibit to the Current Report on Form 8-K amended hereby.
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**
Certain schedules and exhibits have been omitted pursuant to Item
601(b)(2) of Regulation S-K. The registrant agrees to furnish
supplementally a copy of any omitted schedule to the Securities and Exchange
Commission upon request.
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4
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.
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CORN PRODUCTS INTERNATIONAL, INC.
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Date:
June 21, 2010
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By:
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/s/
Cheryl K. Beebe
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Cheryl
K. Beebe
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Vice
President and Chief Financial Officer
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5
EXHIBIT INDEX
Exhibit
No.
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Exhibit
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2.1*
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International Share and Business Sale Agreement,
dated as of June 19, 2010, between Akzo Nobel N.V. and Corn Products
International, Inc.
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10.1*
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Commitment Letter from JPMorgan Chase Bank, N.A.
and J.P. Morgan Securities, dated June 19, 2010
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99.1*
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Press Release dated June 21, 2010
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*
Previously filed or
furnished as an exhibit to the Current Report on Form 8-K amended hereby.
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