CLEVELAND, July 26,
2022 /PRNewswire/ -- Avient Corporation (NYSE: AVNT)
("Avient") today announced the commencement of an offering of
$725 million in aggregate principal amount of senior notes due
2030 (the "notes") in an offering exempt from the registration
requirements of the Securities Act of 1933 (the "Securities
Act").
Avient intends to use the net proceeds from the offering to
finance a portion of the consideration for its pending acquisition
from Koninklijke DSM N.V. ("Royal DSM") of (a) all of the equity of
DSM Protective Materials International B.V., DSM Protective
Materials B.V., and DSM Protective Materials LLC, and (b) certain
other assets related to Royal DSM's protective materials business
(including the Dyneema® Brand) (such equity and assets together,
the "Dyneema Business," and such acquisition, the
"Acquisition"). The net proceeds will also fund, in part, the
payment of expenses related to the Acquisition.
The closing of the offering is expected to occur prior to, and
is not conditioned upon, the consummation of the Acquisition. The
notes will be subject to a "special mandatory redemption" if
(i) the Acquisition is not consummated on or prior to
April 19, 2023 or (ii) prior to
April 19, 2023, the purchase
agreement is terminated, other than in connection with the
consummation of the Acquisition, and is not otherwise amended or
replaced. If a special mandatory redemption event occurs, Avient
will be required to redeem the notes at the "special mandatory
redemption price" equal to 100% of the aggregate principal amount
thereof together with accrued and unpaid interest, if any, on the
notes from the date of initial issuance or the last date on which
interest has been paid up to, but not including, the special
mandatory redemption date.
The notes will be offered only to persons believed to be
qualified institutional buyers in reliance on Rule 144A under the
Securities Act and outside the United
States to non-U.S. persons in reliance on
Regulation S of the Securities Act. The notes will not be and have
not been registered under the Securities Act and may not be offered
or sold in the United States
absent registration or an applicable exemption from registration
requirements.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Avient
Avient Corporation (NYSE: AVNT) provides specialized and
sustainable material solutions that transform customer challenges
into opportunities, bringing new products to life for a better
world. Avient's products include specialty engineered materials,
advanced composites, color and additive systems and polymer
distribution. Avient is also a highly specialized developer and
manufacturer of performance enhancing additives, liquid colorants
and fluoropolymer and silicone colorants.
Forward-Looking
Statements
In this press release, statements that are not reported
financial results or other historical information are "forward
looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements give
current expectations or forecasts of future events and are not
guarantees of future performance. They are based on management's
expectations that involve a number of business risks and
uncertainties, any of which could cause actual results to differ
materially from those expressed in or implied by the
forward-looking statements. They use words such as "will,"
"anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe," and other words and terms of similar meaning in
connection with any discussion of future operating or financial
condition, performance and/or sales. Factors that could cause
actual results to differ materially from those implied by these
forward-looking statements include, but are not limited to:
disruptions, uncertainty or volatility in the credit markets that
could adversely impact the availability of credit already arranged
and the availability and cost of credit in the future; the effect
on foreign operations of currency fluctuations, tariffs and other
political, economic and regulatory risks, including recessionary
conditions; the current and potential future impact of the COVID-19
pandemic on our business, results of operations, financial position
or cash flows, including without limitation, any supply chain and
logistics issues; changes in polymer consumption growth rates and
laws and regulations regarding plastics in jurisdictions where we
conduct business; fluctuations in raw material prices, quality and
supply, and in energy prices and supply; production outages or
material costs associated with scheduled or unscheduled maintenance
programs; unanticipated developments that could occur with respect
to contingencies such as litigation and environmental matters; our
ability to pay regular quarterly cash dividends and the amounts and
timing of any future dividends; information systems failures and
cyberattacks; amounts for cash and non-cash charges related to
restructuring plans that may differ from original estimates,
including because of timing changes associated with the underlying
actions; any material adverse changes in the Dyneema Business; our
ability to achieve the strategic and other objectives relating to
the Acquisition and the possible sale of the Distribution business
segment; and other factors described in our Annual Report on Form
10-K for the year ended December 31,
2021 under Item 1A, "Risk Factors." The above list of
factors is not exhaustive.
We undertake no obligation to publicly update forward-looking
statements, whether as a result of new information, future events
or otherwise. You are advised to consult any further disclosures we
make on related subjects in our reports on Form 10-Q, 8-K and 10-K
that we provide to the Securities and Exchange Commission.
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SOURCE Avient Corporation