(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (i440) i930-1000
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:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Shares, par value $.01 per share
iPOL
iNew
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 i☐
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 1.01 Entry into a Material Definitive Agreement.
On August 16, 2019, PolyOne Corporation (the “Company”), an Ohio corporation, entered into a definitive asset purchase agreement (the “Agreement”) with SK Echo Group S.à r.l., a société à responsabilité limitée governed by the laws of
Luxembourg (“Purchaser”).
Pursuant to the terms of the Agreement, Purchaser has agreed to acquire the Company’s Performance Products and Solutions business segment for $775 million in cash, subject to a customary working capital adjustment.
The Agreement contains customary representations, warranties, covenants and agreements, including, among others, that each party will use reasonable best efforts to complete the transaction. The closing of the transaction is expected to occur in the fourth quarter of 2019, subject to the receipt of regulatory approvals and the satisfaction or waiver of customary closing conditions.
The Agreement contains certain termination rights for the
Company and Purchaser, including the requirement that Purchaser pay a termination fee in the event the Agreement is terminated under certain conditions. Purchaser has secured committed financing, consisting of a combination of equity and debt financing.
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 hereunto duly authorized.
