GCP APPLIED TECHNOLOGIES INC. (NYSE:GCP) Files An 8-K Regulation FD DisclosureItem 7.01
On March26, 2018, GCP Applied Technologies Inc. (the “Company” or “GCP”) issued a press release announcing a proposed private offering (the “offering”) by the Company of senior notes (the “notes”). The Company also announced that it intends to amend its existing revolving credit facility to, among other things, (i)increase the aggregate principal amount of revolving commitments thereunder to up to $350million, (ii)extend the maturity thereof by approximately two years, and (iii)make certain other changes to the covenants and other provisions therein (the “Credit Facility Amendment”). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
GCP intends to apply the net proceeds from the offering, together with up to $50million of borrowings under its credit facility and cash on hand, (i)to redeem and/or satisfy and discharge all of its $525million aggregate principal amount of outstanding 9.500% Senior Notes due 2023 (the “2023 Notes”) in accordance with the terms of the indenture governing such 2023 Notes, (ii)to pay fees and expenses related to the transactions described in this paragraph and (iii)for general corporate purposes.
The closing of the Credit Facility Amendment is subject to obtaining lender commitments and consents, as well as market and other conditions. However, the offering is not conditioned upon consummation of the Credit Facility Amendment. If GCP does not consummate the Credit Facility Amendment on or prior to the date the notes are first issued, less than all of the 2023 Notes will be redeemed in connection with the offering. This Current Report on Form 8-K is not an offer to purchase, nor a solicitation of an offer to sell, any securities, and shall not constitute a notice of redemption with respect to any outstanding notes of GCP.
The information furnished to this Current Report on Form 8-K (including exhibits hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended or under Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filings that such information is considered “filed” or incorporated by reference herein.
| Item 7.01 | Financial Statements and Exhibits. |
Cautionary Statement Concerning Forward-Looking Statements
This Current Report on Form 8-K contains, and our other public communications may contain, forward-looking statements, that is, information related to future, not past, events. Such statements generally include the words “believes,” “plans,” “intends,” “targets,” “will,” “expects,” “suggests,” “anticipates,” “outlook,” “continues,” or similar expressions. Forward-looking statements include, without limitation, statements about expected financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost reduction initiatives, plans and objectives; and markets for securities. Like other businesses, GCP is subject to risks and uncertainties that could cause its actual results to differ materially from its projections or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results to materially differ from those contained in the forward-looking statements, or that could cause other forward-looking statements to prove incorrect, include, without limitation, risks related to: the cyclical and seasonal nature of the industries that GCP serves; foreign operations, especially in emerging regions; changes in currency exchange rates; the cost and availability of raw materials and energy; the effectiveness of GCP’s research and development, new product introductions and growth investments; acquisitions and divestitures of assets and gains and losses from dispositions; developments affecting GCP’s outstanding indebtedness and liquidity, including debt covenants and interest rate exposure; developments affecting GCP’s funded and unfunded pension obligations; warranty and product liability claims; legal proceedings; uncertainties related to GCP’s ability to realize the anticipated benefits of the spin-off
/separation from W.R. Grace and the value of GCP’s common stock following the spin-off; the inability to establish or maintain certain business relationships and relationships with customers and suppliers or the inability to retain key personnel; and the handling of hazardous materials and the costs of compliance with environmental regulation. These and other factors are identified and described in more detail in GCP’s Annual Report on Form 10-K, which has been filed with the U.S. Securities and Exchange Commission and is available online at www.sec.gov. Our reported results should not be considered as an indication of our future performance. Readers are cautioned not to place undue reliance on our projections and forward-looking statements, which speak only as of the date thereof. GCP undertakes no obligation to publicly release any revisions to the projections and forward-looking statements contained in this announcement, or to update them to reflect events or circumstances occurring after the date of this announcement.
GCP Applied Technologies Inc. ExhibitEX-99.1 2 d560112dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 GCP Applied Technologies Announces Proposed Private Offering of Senior Notes CAMBRIDGE,…To view the full exhibit click here
About GCP APPLIED TECHNOLOGIES INC. (NYSE:GCP)
GCP Applied Technologies Inc. (GCP) is engaged in the production and sale of specialty construction chemicals, specialty building materials, and packaging sealants and coatings. The Company operates through three segments: Specialty Construction Chemicals (SCC), Specialty Building Materials (SBM) and Darex Packaging Technologies (Darex). The SCC segment manufactures and markets products to manage the performance of Portland cement, and materials based on Portland cement, such as concrete admixtures and cement additives, as well as concrete production management systems. The SBM segment manufactures and markets building envelope products, residential building products and specialty construction products. The Darex segment manufactures and markets sealants and coatings for use in beverage and food containers, and other consumer and industrial applications. Its brands include ADVA, CBA, SYNCHRO, HEA2, TDA, STRUX, MIRA, ADPRUFE, HYDRODUCT, ADCOR, DARABLEND and APPERTA.