AXALTA COATING SYSTEMS LTD. (NYSE:AXTA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
The information required by this item is included in Item2.03
below and is incorporated herein by reference.
Item2.01. Completion of Acquisition or Disposition of
Assets.
On June1, 2017 (the Closing Date), Axalta Coating Systems Ltd.
(Axalta) completed its previously announced acquisition (the
Transaction) of certain assets of The Valspar Corporation
(Valspar).
As previously disclosed in a Current Report on Form 8-K filed
with the Securities and Exchange Commission on April12, 2017 (the
Prior 8-K), Axalta entered into an Asset Purchase Agreement (the
Asset Purchase Agreement), dated as of April11, 2017, with
Valspar, and, solely with respect to certain provisions, The
Sherwin-Williams Company (Sherwin-Williams). The Asset Purchase
Agreement provides for the purchase by Axalta of certain assets
of Valspar (the Purchased Assets) constituting its North America
Industrial Wood Coatings business. On May31, 2017, Axalta and
Valspar, and solely with respect to certain provisions,
Sherwin-Williams, entered into an amendment to the Asset Purchase
Agreement (the Amendment). The Amendment made certain changes to
the Asset Purchase Agreement that were required for regulatory
approval of Sherwin-Williams acquisition of Valspar.
The Transaction closed upon the occurrence of the closing
conditions described in the Prior 8-K, including the consummation
of the acquisition of Valspar by Sherwin-Williams and approval by
the Federal Trade Commission and the Canadian Competition Bureau.
As aggregate consideration for the Purchased Assets, Axalta
assumed certain liabilities of Valspar and paid an amount equal
to $420 million in cash funded through proceeds obtained under
the Credit Agreement (as defined below) (subject to certain
adjustments set forth in the Asset Purchase Agreement). At
closing, the parties also entered into certain ancillary
agreements, as described in the Asset Purchase Agreement.
The foregoing description of the Asset Purchase Agreement and the
Transaction is not complete and is subject to, and qualified in
its entirety by, the full text of the Asset Purchase Agreement,
which was attached as Exhibit 2.1 to the Prior 8-K and the terms
of which are incorporated herein by reference.
Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On the Closing Date, Axalta announced that its indirect, wholly
owned subsidiaries, Axalta Coating Systems Dutch Holding B B.V.
(the Dutch Borrower), Axalta Coating Systems U.S. Holdings, Inc.
(the U.S. Borrower and, together with the Dutch Borrower, the
Borrowers), Axalta Coating Systems U.S., Inc. and Axalta Coating
Systems Dutch Holding A B.V., entered into that certain Amendment
No.5 (Amendment No.5) to the Credit Agreement, dated as of
February1, 2013 (the Credit Agreement).
In connection with the Transaction, Amendment No.5, among other
things, created a new tranche of term loans under which the
Borrowers borrowed $450 million. In addition, to Amendment No.5,
the Borrowers have the ability on or prior to June20, 2017 to
incur additional term loans in an amount equal to $1,550 million
in order to refinance the Borrowers approximately $1,541 million
of existing U.S. dollar term loans. The interest rate applicable
to the new term loans is, at the Borrowers option, the Adjusted
Eurocurrency Rate (as such term is defined in the Credit
Agreement) plus 2.00% or the Base Rate (as such term is
defined in the Credit Agreement) plus 1.00%. The new term
loans mature in June 2024. Finally, Amendment No.5 provides for a
reset of the prepayment premium of 101% on certain prepayments
and amendments of borrowings under the Credit Agreement in
connection with a re-pricing event within six months of entrance
into Amendment No.5.
This summary of Amendment No.5 does not purport to be complete
and is subject to, and qualified in its entirety by, the full
text of Amendment No.5 filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item8.01. Other Events.
On the Closing Date, Axalta issued a press release announcing the
closing of the Transaction, as previously described in this
Current Report on Form 8-K. A copy of the press release is
attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
Item9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
|
ExhibitNo. |
Description |
|
| 2.1 |
Asset Purchase Agreement by and between The Valspar Corporation, Axalta Coating Systems Ltd. and, solely for purposes of Section 5.1(a), 5.1(b), 5.3, 5.8, 5.13 and 10.13, The Sherwin-Williams Company, dated as of April 11, 2017 (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2017).* |
|
| 10.1 |
Amendment No. 5 to the Credit Agreement, dated as of June 1, 2017, among Axalta Coating Systems Dutch Holding BB.V. and Axalta Coating Systems U.S. Holdings, Inc., as Borrowers, Axalta Coating Systems U.S., Inc., Axalta Coating Systems Dutch Holding A B.V., the several banks and other financial institutions or entities from time to time parties thereto as Lenders, Barclays Bank PLC, as Administrative Agent and Collateral Agent, and the other agents and arrangers party thereto. |
|
| 99.1 | Press Release dated June 1, 2017. |
| * |
Schedules have been omitted to Item601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission. |
Cautionary Statement Concerning Forward-Looking
Statements
This current report may contain certain forward-looking
statements regarding Axalta and its subsidiaries including those
relating to the expected benefits of Axaltas acquisition of The
Valspar Corporations North America Industrial Wood Coatings
business. Forward-looking statements are based on managements
expectations as well as estimates and assumptions prepared by
management that, although they believe to be reasonable, are
inherently uncertain. These statements may involve risks and
uncertainties, including, but not limited to, Axaltas ability to
achieve the expected benefits of the acquisition. Axalta
undertakes no obligation to update or revise any of the
forward-looking statements contained herein, whether as a result
of new information, future events or otherwise.
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.
| AXALTA COATING SYSTEMS LTD. | ||||
| Date: June1, 2017 | By: |
/s/ Robert W. Bryant |
||
| Robert W. Bryant | ||||
| Executive Vice President Chief Financial Officer |
EXHIBIT INDEX
|
ExhibitNo. |
Description |
|
| 2.1 |
Asset Purchase Agreement by and between The Valspar Corporation, Axalta Coating Systems Ltd. and, solely for purposes of Section 5.1(a), 5.1(b), 5.3, 5.8, 5.13 and 10.13, The Sherwin-Williams Company, dated as of April 11, 2017 (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2017).* |
|
| 10.1 |
Amendment No. 5 to the Credit Agreement, dated as of June 1, 2017, among Axalta Coating Systems Dutch Holding BB.V. and Axalta Coating Systems U.S. Holdings, Inc., as Borrowers, Axalta Coating Systems U.S., Inc., Axalta Coating Systems Dutch Holding A B.V., the several banks and other financial institutions or entities from time to time parties thereto as Lenders, Barclays Bank PLC, as Administrative Agent and Collateral Agent, and the other agents and arrangers party thereto. |
|
| 99.1 | Press Release dated June 1, 2017. |
| * | Schedules have been omitted |
About AXALTA COATING SYSTEMS LTD. (NYSE:AXTA)
Axalta Coating Systems Ltd. is a holding company. The Company is a manufacturer, marketer and distributor of coatings systems primarily serving the transportation industry. Its segments include Performance Coatings and Transportation Coatings. The Company, through its Performance Coatings segment, provides liquid and powder coatings solutions to a fragmented and local customer base. The Company, through its Transportation Coatings segment, provides coating technologies to original equipment manufacturers (OEMs) of light and commercial vehicles. It develops, manufactures and supplies liquid and powder coatings for a number of applications in the industrial end market. It develops, markets and supplies a portfolio of coatings systems and color matching technologies. It offers waterborne and solventborne products and systems used by the global automotive repair industry to refinish damaged vehicles. Its brands include Voltatex, Alesta, Nap-Gard, Abcite and Imron. AXALTA COATING SYSTEMS LTD. (NYSE:AXTA) Recent Trading Information
AXALTA COATING SYSTEMS LTD. (NYSE:AXTA) closed its last trading session up +1.31 at 32.61 with 1,552,138 shares trading hands.