UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM  i 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):  i June 22, 2022

 

CABOT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

i Delaware		i 001-05667		i 04-2271897
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

i 2 Seaport Lane,  i Suite 1400,  i Boston,  i Massachusetts				i 02210-2019
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code:  i (617)  i 345-0100

 

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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
i Common Stock, $1 par value per share		i CBT		i 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   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 8.01

Other Events.

On June 22, 2022 Cabot Corporation (“Cabot”) completed the issuance and sale of $400 million aggregate principal amount of 5.000% senior notes due 2032 (the “Notes”).

The offering of the Notes was registered pursuant to an automatically effective shelf registration statement on Form S-3ASR under the Securities Act of 1933, as amended (Registration Statement No. 333-236374) (the “Registration Statement”), that was filed with the Securities and Exchange Commission on February 11, 2020.

The Notes were issued pursuant to an indenture (the “Base Indenture”), as supplemented by the First Supplemental Indenture (the “First Supplemental Indenture”), each dated as of June 22, 2022, by and between Cabot and U.S. Bank Trust Company, National Association, as trustee. Cabot is filing the executed Base Indenture and First Supplemental Indenture as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K. In order to furnish as an exhibit for incorporation by reference into the Registration Statement, Cabot is filing the opinion of Ropes & Gray LLP relating to the validity of the Notes as Exhibit 5.1 to this Current Report on Form 8-K

Cabot intends to use the net proceeds of the offering to redeem its $350 million aggregate principal amount of 3.70% Senior Notes due July 2022 and the remainder for working capital and other general corporate purposes.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit 4.1		Indenture, dated June 22, 2022, between Cabot Corporation and U.S. Bank Trust Company, National Association.
Exhibit 4.2		First Supplemental Indenture, dated June 22, 2022, between Cabot Corporation and U.S. Bank Trust Company, National Association, including the form of Global Note attached as Annex A thereto.
Exhibit 5.1		Opinion of Ropes & Gray LLP as to the validity of the Notes.
Exhibit 23.1		Consent of Ropes & Gray LLP (included in Exhibit 5.1).
Exhibit 104		Cover Page Interactive Data File (embedded within 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 hereunto duly authorized.

 

Date: June 22, 2022