Platform Specialty Products Corporation Announces Launch of Senior Notes Offering
November 08 2017 - 07:51AM
Platform Specialty Products Corporation (NYSE:PAH) ("Platform")
announced today that it intends to offer $550 million aggregate
principal amount of senior notes due 2025 (the "Notes") in a
private offering, subject to market and other customary conditions.
The Notes are being offered solely to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"), and to non-U.S. persons in
accordance with Regulation S under the Securities Act. The Notes
will be fully and unconditionally guaranteed on a senior unsecured
basis by certain of Platform’s existing domestic subsidiaries. Upon
satisfaction of certain conditions, all of Platform’s then direct
and indirect domestic subsidiaries constituting Platform’s
Agricultural Solutions business may be released from their
guarantees of the Notes.
In connection with the offering of the Notes, Platform commenced
a cash tender offer (the "Tender Offer") for any and all of its
outstanding 10.375% senior notes due 2021 (the “November 2015
Notes”). Concurrently with the commencement of the Tender Offer, we
issued a conditional notice of redemption providing for the
redemption (the “Redemption”) of any November 2015 Notes that
remain outstanding after the expiration of the Tender Offer.
Platform intends to use the net proceeds from the offering of Notes
to pay the consideration for the Tender Offer and the Redemption,
plus accrued and unpaid interest on the November 2015 Notes, if
any, along with fees and expenses incurred in connection with the
offering of the Notes, the Tender Offer and the Redemption.
No assurance can be given that the offering of the Notes will be
completed, or, if completed, as to the terms on which it is
completed. The Notes and related guarantees have not been
registered under the Securities Act or any applicable state
securities laws and, unless so registered, may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and any applicable state securities laws.
This press release does not constitute an offer to sell or a
solicitation of an offer to purchase the Notes or any other
securities and shall not constitute an offer, solicitation or sale
of any securities in any jurisdiction in which, or to any person to
whom, such an offer, solicitation or sale is unlawful. This
press release is being issued pursuant to and in accordance with
Rule 135c under the Securities Act.
This press release does not constitute an offer to purchase the
November 2015 Notes or a notice of redemption thereof.
Forward-looking Statements
This press release contains forward-looking statements,
including, but not limited to, statements regarding the completion
and timing of the offering of the Notes and the Tender Offer and
the Redemption, Platform's planned use of any proceeds from the
offering of the Notes and its ability to redeem all the November
2015 Notes pursuant to the related indenture. Actual results could
differ from those projected in any forward-looking statements due
to numerous factors. Such factors include, among others, Platform's
and the initial purchasers' ability to satisfy the conditions
required to close the offering; Platform’s ability to consummate
the Tender Offer and the Redemption; Platform’s ability to
successfully complete the proposed separation of its Agricultural
Solutions business into an independent company and realize the
anticipated benefits from it; the expected structure and timing for
completion of this proposed separation; adverse effects on the two
companies’ business operations or financial results and the market
price of Platform's shares as a result of the completion of this
proposed separation; market volatility; legal, tax and regulatory
requirements; unanticipated delays and transaction expenses; the
impact of the proposed separation on Platform's employees,
customers and suppliers; the ability of the two companies to
operate independently following the proposed separation; the
diverting of management’s attention from Platform's ongoing
business operations; the possibility of more attractive strategic
options arising in the future; Platform's perception of future
availability of equity or debt financing needed to complete the
proposed separation and fund its operations; Platform's ability to
identify, hire and retain executives and other employees with
sufficient expertise; Platform's assessment of its internal control
over financial reporting; the impact of commodities and currencies
and Platform's ability to manage its risk in these areas; future
capital expenditures, indebtedness, leverage, and dividend policy.
Additional information concerning these and other factors that
could cause actual results to vary is, or will be, included in
Platform’s periodic and other reports filed with the Securities and
Exchange Commission, including Platform's annual report on Form
10-K for the fiscal year ended December 31, 2016 and quarterly
report on Form 10-Q for the fiscal quarter ended September 30,
2017. These forward-looking statements are made as of the date of
this press release and Platform assumes no obligation to update
such forward-looking statements or to update the reasons why actual
results could differ from those projected in such forward-looking
statements.
CONTACT:
Investor Relations Contact:
Carey Dorman Senior Director Corporate Development Platform
Specialty Products Corporation 1-561-406-8465
Media Contacts:
Liz CohenWeber Shandwick1-212-445-8044
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