EASTMAN CHEMICAL COMPANY (NASDAQ:EMN) Files An 8-K Other Events

Item8.01

On November16, 2016, Eastman Chemical Company (the Company)
issued a press release announcing its offering of 700million (or
$762million based on the euro/U.S. dollar exchange rate as of
November 10, 2016 as published by the U.S. Federal Reserve Board)
aggregate principal amount of notes (the Offering). The Offering
is expected to be completed on November21, 2016. The Company
intends to use a portion of the net proceeds from the Offering to
complete its previously announced cash tender offer (the Tender
Offer) for up to $400million combined aggregate principal amount
of the Companys 4.5% notes due 2021, 3.6% notes due 2022,
7¹_{% debentures due 2024,
7⁵% debentures due 2024,
3.80% notes due 2025 and 7.60% debentures due 2027 (collectively,
the Notes), which Tender Offer will expire on November29, 2016,
unless extended or earlier terminated, and to redeem the
approximately $160million outstanding aggregate principal amount
of the Companys 6.30% notes due 2018 (the 2018 notes redemption).
The Company intends to use the remaining net proceeds to repay or
redeem a portion of the $500million outstanding aggregate
principal amount of the Companys 2.4% notes due 2017, either at
or prior to maturity. Any proceeds not used for the foregoing
will be used for general corporate purposes, which may include
working capital, capital expenditures, the repayment of other
indebtedness outstanding from time to time, and other matters in
connection with the implementation of the Companys strategic
initiatives. Pending the application of any net proceeds, the
Company expects to invest such net proceeds in short-term
investments. Completion of the Offering is a condition to the
completion of the Tender Offer. A copy of the Companys press
release announcing the Offering is filed as Exhibit99.1 hereto,
and is incorporated herein by reference.}

_{On
November15, 2016, the Company issued a press release announcing
the extension of the early tender date and price determination
date for the Tender Offer.The early tender date for the Tender
Offer, as so extended, was 5:00 p.m., New York City time, on
November15, 2016 (the Early Tender Date), and the price
determination date for the Tender Offer, as so extended, was 2:00
p.m., New York City time, on November16, 2016. On November16,
2016, the Company issued a press release announcing that
approximately $857million in combined aggregate principal amount
of Notes were validly tendered and not validly withdrawn on or
prior to the Early Tender Date in its Tender Offer. The Company
also announced that it has increased certain of the tender caps
in the Tender Offer. Also on November16, 2016, the Company issued
a press release announcing the pricing terms of the Tender Offer.
Copies of the Companys press releases announcing the extension of
the early tender date and price determination date for the Tender
Offer, early results and increase in certain tender caps in the
Tender Offer and the pricing terms of the Tender Offer are filed
as Exhibits99.2, 99.3 and 99.4 hereto, respectively, and are
incorporated herein by reference.}

_{The
information contained in this report shall not constitute an
offer to sell, or a solicitation of an offer to purchase, any
securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful. The Tender Offer is being made solely
to the Offer to Purchase and related Letter of Transmittal, which
set forth the complete terms of the Tender Offer.}

_(d)Exhibits

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