Platform Specialty Products Corporation Announces Pricing and Preliminary Syndication of New Term Loan B and Revolver
20 Novembre 2018 - 10:15PM
Platform Specialty Products Corporation (NYSE:PAH) ("Platform"), a
global specialty chemicals company, announced today that it
had reached agreement in principle on pricing and syndication for a
7-year $750 million senior secured term loan B (the “Term Loan B”)
and a 5-year $330 million senior secured revolving credit facility
(the “Revolver” and together with the Term Loan B, the
“Facilities”), subject to certain conditions. These
Facilities remain subject to the closing of the previously
announced sale of Platform’s Agricultural Solutions segment, Arysta
LifeScience, to UPL Limited (the “Arysta Sale”), as well as the
finalization and execution of definitive documentation for the
Facilities. The proposed Facilities, along with Platform’s
existing $800 million of 5.875% senior notes due 2025, issued in
2017, are expected to represent the debt capital structure of
Element Solutions Inc (“Element Solutions”), the previously
announced name for the company after the Arysta Sale.
Platform’s Chief Executive Officer, Rakesh
Sachdev, said, “This new Term Loan B and Revolver are another
strong step forward on our path to establishing a standalone
Element Solutions. The Term Loan B and our existing 5.875% senior
notes due 2025 are expected to form our go-forward debt capital
structure and create a meaningfully improved balance sheet and
leverage profile. We were pleased with the strong demand from
banks and lenders and their receptivity to the new Element
Solutions story. We share their excitement. In addition
to allowing for debt paydown, this financing is also designed to
provide for dry-powder to opportunistically fund growth initiatives
or capital returns, as we deem appropriate including, but not
limited to, the share repurchases already approved by our Board. We
look forward to sharing more progress as we approach the announced
closing of the Arysta Sale.”
Subject to execution of definitive documentation
with lenders, the funding of the Term Loan B and the commitments on
the Revolver are expected to close concurrently with the Arysta
Sale, which remains subject to receipt of the outstanding
regulatory clearances and other customary closing conditions.
Platform intends to use the net proceeds from the Arysta Sale and
funds from the Facilities to (i) repay all of Platform’s existing
senior secured term loans and revolving credit facility under its
current senior secured credit agreement, (ii) retire all $1,100
million aggregate principal amount of its existing 6.5% senior
notes due 2022 and all €350 million aggregate principal amount of
its existing 6.0% senior notes due 2023, all issued in February
2015, (iii) fund related transaction fees and expenses, and (iv)
provide excess cash to fund potential share repurchases of up to
$750 million conditioned on closing of the Arysta Sale.
The Facilities have been preliminarily rated Ba2
by Moody’s Investor Service and BB by S&P Global Ratings.
Both ratings are meaningful improvements to current credit
ratings of the company and reflect consideration for Element
Solutions’ new strategy and improved leverage profile. The
new capital structure should also result in a reduction to the
company's cost of capital. As contemplated, the periodic
interest rate of the Term Loan B is expected to be the LIBOR base
rate plus a 2.25% spread. The company is however currently
exploring opportunities to capture lower cash interest rates for
some or all of the Term Loan B via derivative instruments.
About Platform
Platform is a global and diversified producer of
high-technology specialty chemicals and a provider of technical
services. The business involves the formulation of a broad range of
solutions-oriented specialty chemicals, which are sold into
multiple industries, including automotive, electronics, graphic
arts, and offshore oil and gas production and drilling. More
information on Platform is available at
www.platformspecialtyproducts.com.
Forward-looking Statements
Certain statements contained in this release are
intended to qualify for the safe harbor from liability established
by the Private Securities Litigation Reform Act of 1995 as it
contains "forward-looking statements" within the meaning of the
federal securities laws, which include statements regarding,
without limitation, statements, beliefs and expectations related to
the Arysta Sale and the timing for completion of that transaction;
the ability of the parties to close that transaction, including
obtaining the outstanding regulatory clearances and meeting the
other closing conditions; the ability of Platform to consummate the
closing and funding of the Facilities; the use of proceeds from the
Arysta Sale and funds from the Facilities; expected interest rate;
Element Solutions’ go-forward capital structure, strategy, growth
initiatives and capital returns; and lower cash interest rates via
derivative instruments. These statements are based on management's
estimates, assumptions or expectations with respect to future
events and financial performance, and are believed to be
reasonable, though are inherently uncertain and difficult to
predict. Actual results could differ materially from those
expressed or implied in the forward-looking statements if one or
more of the underlying estimates, assumptions or expectations prove
to be inaccurate or are unrealized. Important factors that
could cause actual results to differ materially from those
suggested by the forward-looking statements include, but are not
limited to, the inability of Platform to complete, finalize and/or
execute definitive documentation for the Facilities and/or obtain
the related binding commitments from lenders; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Arysta transaction; the risk that the
outstanding regulatory clearances may not be obtained or may be
delayed or obtained subject to conditions that are not anticipated;
the risk that the transaction will not be consummated in a timely
manner or by the targeted date; the risk that Platform will
experience unanticipated delays or difficulties and transaction
costs in consummating the transaction; the risk that any of the
closing conditions to the transaction may not be satisfied in a
timely manner or at all; the risk related to disruption from the
transaction and the related diverting of management’s attention
making it more difficult to maintain business and operational
relationships; the failure to realize the benefits, efficiencies
and cost savings expected from the transaction or related strategic
initiatives; the impact of the transaction on Platform's share
price and market volatility; the effect of the announcement of the
transaction on the ability of Platform to retain customers and
suppliers, retain or hire key personnel, and maintain relationships
with customers, suppliers and lenders; the effect of the
transaction or the announcement and completion of related
transactions on Platform’s operating results and businesses
generally; the impact of the Tax reform on Platform’s businesses;
the impact of any future acquisitions or additional divestitures,
restructurings, refinancings, and other unusual items, including
Platform's ability to raise or retire debt or equity and to
integrate and obtain the anticipated benefits, results and/or
synergies from these items or other related strategic initiatives;
and the possibility of more attractive strategic options arising in
the future. 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. Platform undertakes no
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
CONTACT:
Investor Relations Contact:
Carey DormanCorporate Treasurer and VP, Investor
RelationsPlatform Specialty Products Corporation1-561-406-8465
Media Contact:
Liz CohenManaging DirectorKekst &
Co.1-212-521-4845
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