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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
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Common Stock, par value $0.001 per share |
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LTHM |
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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.
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]
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LIVENT CORPORATION |
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|
|
|
|
|
|
|
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By: |
/s/ Gilberto Antoniazzi |
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|
Name: |
Gilberto Antoniazzi, |
|
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Title: |
Vice President, Chief Financial Officer and Treasurer |
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