Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 19, 2023

LIVENT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-38694

82-4699376

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1818 Market Street

Philadelphia, Pennsylvania 19103

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (215) 299-5900

N/A

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.001 per share

LTHM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

Conversion Notice

On October 19, 2023, Livent Corporation (the “Company” or “Livent”) provided a notice of conversion (the “Notice”) to all holders of the Company’s 4.125% Convertible Senior Notes Due 2025 (the “Notes”) in connection with that certain Transaction Agreement, dated as of May 10, 2023 (as amended, the “Transaction Agreement”), by and among Livent, Allkem Limited (“Allkem”), Allkem Livent plc (“Allkem Livent” or “NewCo”) and Lightning-A Merger Sub, Inc. (“Merger Sub”) providing for a combination of Livent and Allkem in a merger of equals transaction. Pursuant to the Transaction Agreement, among other things, Merger Sub will merge with and into Livent, with Livent surviving the merger as a wholly owned subsidiary of NewCo (the “Merger”).

The Notice provides that all or any portion of a holder’s Notes may be surrendered for conversion at any time from or after October 20, 2023, the date that is 50 scheduled trading days prior to the anticipated effective date of the Merger, which is expected to be on or about January 3, 2024, subject to satisfaction or waiver of the closing conditions set forth in the Transaction Agreement, until 35 trading days after the actual effective date of the Merger. A copy of the Notice is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities provided for thereby, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain statements in this Current Report on Form 8-K are forward-looking statements. In some cases, we have identified forward-looking statements by such words or phrases as “will likely result,” “is confident that,” “expect,” “expects,” “should,” “could,” “may,” “will continue to,” “believe,” “believes,” “anticipates,” “predicts,” “forecasts,” “estimates,” “projects,” “potential,” “intends” or similar expressions identifying “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the negative of those words and phrases.

These forward-looking statements, which are subject to risks, uncertainties and assumptions about Livent, may include projections of Livent’s future financial performance, Livent’s anticipated growth strategies and anticipated trends in Livent’s business, including without limitation, the anticipated timing for, and outcome and effects of, the proposed merger with Allkem. Such forward-looking statements are based on Livent’s current views and assumptions regarding future events, future business conditions and the outlook for the Company based on currently available information. There are important factors that could cause Livent’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including the factors described under the caption entitled “Risk Factors” in Livent’s 2022 Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 24, 2023 as well as other SEC filings and public communications. Although Livent believes the expectations reflected in the forward-looking statements are reasonable, Livent cannot guarantee future results, level of activity, performance or achievements. Moreover, neither Livent nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Livent is under no duty to update any of these forward-looking statements after the date of this news release to conform its prior statements to actual results or revised expectations.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit		Description
99.1		Conversion Notice to the Holders of Livent Corporation 4.125% Convertible Senior Notes Due 2025.
104		Cover Page Interactive Data File (embedded with the inline XBRL document).

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 thereunto duly authorized.

	LIVENT CORPORATION


	By:	/s/ Gilberto Antoniazzi
		Gilberto Antoniazzi,
		Vice President and Chief Financial Officer

Dated: October 19, 2023

Exhibit 99.1

CONVERSION NOTICE

TO THE HOLDERS OF

LIVENT CORPORATION

4.125% CONVERTIBLE SENIOR NOTES DUE 2025

CUSIP No. 53814L AB4

ISIN No. US53814LAB45

October 19, 2023

WHEREAS, Livent Corporation (the “Company”) entered into that certain Transaction Agreement, dated as of May 10, 2023 (the “Transaction Agreement”), by and among the Company, Allkem Limited, an Australian public company limited by shares, and Allkem Livent plc, a public limited company incorporated under the laws of the Bailiwick of Jersey (originally incorporated as Lightning-A Limited, a private limited company incorporated under the laws of the Bailiwick of Jersey), pursuant to which, among other things, an indirect subsidiary of Allkem Livent plc will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned indirect subsidiary of Allkem Livent plc. The anticipated effective date of the Merger is expected to be on or about January 3, 2024 (the “Anticipated Effective Date”), subject to satisfaction of the closing conditions to the Transaction Agreement.

NOTICE IS HEREBY GIVEN, pursuant to Section 14.01(b)(iii) of that certain Indenture, dated as of June 25, 2020 (the “Indenture”), by and between the Company and U.S. Bank National Association (the “Trustee”), which governs the Company’s 4.125% Convertible Senior Notes due 2025 (the “Notes”), that all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after October 20, 2023, the date that is 50 Scheduled Trading Days prior to the Anticipated Effective Date until 35 Trading Days after the actual effective date of the Merger.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture. This notice is qualified in its entirety by the terms and conditions outlined in the Indenture.

A Note shall be deemed to have been converted immediately prior to the close of business on the date that the Holder has complied with the requirements set forth in Section 14.02(b) of the Indenture, which provides that before any Holder of a Note shall be entitled to convert a Note, such Holder shall: in the case of a Global Note, comply with the procedures of the Depositary Trust Company in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) of the Indenture.

Pursuant to Section 14.01(a) of the Indenture, the Conversion Rate shall be 114.4885 shares of Common Stock per $1,000 principal amount of Notes. The Conversion Price for each Note surrendered will be equal to $1,000 divided by the Conversion Rate, or $8.73. Upon conversion of the Notes, the Company shall pay or deliver, as the case may be, the consideration due subject to, and in accordance with, the settlement provisions of Section 14.02 of the Indenture.

The CUSIP and ISIN numbers referred to above have been assigned to the Notes by an organization not affiliated with the Company or the Trustee and are included solely for the convenience of the Holders. Neither the Company nor the Trustee shall be responsible for the selection or use of these CUSIP or ISIN numbers, nor is any representation made as to their correctness or accuracy on the Notes or as indicated in this notice.

[Signature Page Follows]

LIVENT CORPORATION


By:	/s/ Gilberto Antoniazzi
	Name:	Gilberto Antoniazzi,
	Title:	Vice President, Chief Financial Officer and Treasurer

Cover	Oct. 19, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 19, 2023
Entity File Number	001-38694
Entity Registrant Name	LIVENT CORPORATION
Entity Central Index Key	0001742924
Entity Tax Identification Number	82-4699376
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1818 Market Street
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19103
City Area Code	215
Local Phone Number	299-5900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	LTHM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false