8-K
AVIENT CORP false 0001122976 0001122976 2022-07-27 2022-07-27

 

 

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): July 27, 2022

 

 

Avient Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Ohio   1-16091   34-1730488
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

Avient Center

33587 Walker Road

Avon Lake, Ohio

  44012
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (440) 930-1000

Not Applicable

(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 Shares, par value $.01 per share   AVNT   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 8.01.

Other Events.

On July 27, 2022, Avient Corporation, an Ohio corporation (the “Company”), announced the pricing of its private offering of $725 million aggregate principal amount of 7.125% senior notes due 2030 (the “Notes”) in an offering exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). Pursuant to Rule 135c of the Securities Act, the Company is filing herewith the press release issued on July 27, 2022 as Exhibit 99.1.

The Notes have not been registered, and the Company does not plan to register the Notes, under the Securities Act or the securities laws of any jurisdiction. Unless they are registered, the Notes may be offered only in transactions that are exempt from registration under the Securities Act or the securities laws of any jurisdiction.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of the Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction absent an applicable exemption from the registration or qualification requirements.

 

Item 9.01.

Financial Statements and Exhibits.

 

  d)

Exhibits.

 

Exhibit
Number

  

Description

99.1    Press release issued July 27, 2022.
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.

 

AVIENT CORPORATION
By:  

/s/ Lisa K. Kunkle

Name:   Lisa K. Kunkle
Title:   Senior Vice President, General Counsel and Secretary

Date: July 27, 2022

Exhibit 99.1

 

NEWS RELEASE

FOR IMMEDIATE RELEASE

Avient Announces Pricing of $725 Million 7.125% Senior Notes due 2030

CLEVELAND, July 27, 2022 – Avient Corporation (NYSE: AVNT) (“Avient”) today announced the pricing of its previously announced offering of $725 million in aggregate principal amount of senior notes due 2030 (the “notes”) in an offering exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The notes will bear interest at an annual rate of 7.125% and will be issued at a price of 100% of their principal amount. The closing of the notes offering is expected to occur on August 10, 2022, subject to customary closing conditions.

Avient intends to use the net proceeds from the offering, along with borrowings under a new term loan and cash on hand, to finance its pending acquisition from Koninklijke DSM N.V. (“Royal DSM”) of (a) all of the equity of DSM Protective Materials International B.V., DSM Protective Materials B.V., and DSM Protective Materials LLC, and (b) certain other assets related to Royal DSM’s protective materials business (including the Dyneema® Brand) (the “Acquisition”), as well as pay for expenses related to the Acquisition and the financing.

The closing of the offering is expected to occur prior to, and is not conditioned upon, the consummation of the Acquisition. The notes will be subject to a “special mandatory redemption” if (i) the Acquisition is not consummated on or prior to April 19, 2023 or (ii) prior to April 19, 2023, the purchase agreement is terminated, other than in connection with the consummation of the Acquisition, and is not otherwise amended or replaced. If a special mandatory redemption event occurs, Avient will be required to redeem the notes at the “special mandatory redemption price” equal to 100% of the aggregate principal amount thereof together with accrued and unpaid interest, if any, on the notes from the date of initial issuance or the last date on which interest has been paid up to, but not including, the special mandatory redemption date.

The notes will be offered only to persons believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S of the Securities Act. The notes will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.


This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Avient

Avient Corporation (NYSE: AVNT) provides specialized and sustainable material solutions that transform customer challenges into opportunities, bringing new products to life for a better world. Avient’s products include specialty engineered materials, advanced composites, color and additive systems and polymer distribution. Avient is also a highly specialized developer and manufacturer of performance enhancing additives, liquid colorants and fluoropolymer and silicone colorants.

Forward-Looking Statements

In this press release, statements that are not reported financial results or other historical information are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. They are based on management’s expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. They use words such as “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial condition, performance and/or sales. Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to: disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future; the effect on foreign operations of currency fluctuations, tariffs and other political, economic and regulatory risks, including recessionary conditions; the current and potential future impact of the COVID-19 pandemic on our business, results of operations, financial position or cash flows, including without limitation, any supply chain and logistics issues; changes in polymer consumption growth rates and laws and regulations regarding plastics in jurisdictions where we conduct business; fluctuations in raw material prices, quality and supply, and in energy prices and supply; production outages or material costs associated with scheduled or unscheduled maintenance programs; unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters; our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends; information systems failures and cyberattacks; amounts for cash and non-cash charges related to restructuring plans that may differ from original estimates, including because of timing changes associated with the underlying actions; any material adverse changes in the acquired DPM protective materials business; our ability to achieve the strategic and other objectives relating to the Acquisition and the possible sale of the Distribution business segment; and other factors described in our Annual Report on Form 10-K for the year ended December 31, 2021 under Item 1A, “Risk Factors.” The above list of factors is not exhaustive.


We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to consult any further disclosures we make on related subjects in our reports on Form 10-Q, 8-K and 10-K that we provide to the Securities and Exchange Commission.

# # #

Investor Relations Contact:

Giuseppe (Joe) Di Salvo

Vice President, Treasurer and Investor Relations

Avient Corporation

+1 440-930-1921

[email protected]

Media Contact:

Kyle G. Rose

Vice President, Corporate Communications

Avient Corporation

+1 440-930-3162

[email protected]