Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Arysta Stock Purchase Agreement
As previously announced, on July 20, 2018, Platform Specialty Products Corporation (“Platform”) entered into a Stock Purchase Agreement (the “Agreement”) with UPL Corporation Ltd., a Mauritius public limited company (“Purchaser”) and a wholly-owned subsidiary of UPL Limited, pursuant to which Platform agreed to sell to Purchaser 100% of the issued and outstanding shares of common stock of Arysta LifeScience Inc., a Delaware corporation and a subsidiary of Platform, which operates Platform’s Agricultural Solutions business segment (“Arysta”).
On January 25, 2019, in connection with the anticipated closing of the transaction contemplated by the Agreement, the parties, together with Arysta, UPL NA Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“US Purchaser”), Arysta Acquisition Company, a Delaware corporation and a wholly-owned subsidiary of US Purchaser (“Merger Sub”) and, solely for certain limited purposes, MacDermid Agricultural Solutions Holdings B.V., a Dutch entity and a wholly-owned subsidiary of Arysta (“MASH BV”) and UPL Do Brasil Industria e Comercio de Insumos Agropecuários S.A, a Brazil entity and a wholly-owned subsidiary of the Purchaser (“Brazil Purchaser”), entered into Amendment Number One to the Agreement (the “Amendment”) in order to give effect to, among other things, (i) the assignment by Purchaser of its right to acquire Arysta under the Agreement to US Purchaser, (ii) US Purchaser’s desire to effect the acquisition of Arysta through a merger of Merger Sub with and into Arysta, with Arysta surviving the merger and becoming a wholly-owned subsidiary of US Purchaser (the "Merger"), (iii) the separate purchase by Brazil Purchaser, prior to the Merger, of Arysta LifeScience do Brasil Indústria Química e Agropecuária SA, a Brazilian subsidiary of Arysta currently owned by MASH BV, and (iv) certain pre-closing internal restructuring transactions by subsidiaries of Arysta.
The foregoing summary of the Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 2.2 hereto and incorporated herein by reference.
Cross-currency Swap Transactions
On January 24, 2019 and January 25, 2019, Platform entered into cross-currency swap transactions (the "Swaps") with certain banks included in the syndicate of its previously-announced $750 million term loans (the "Term Loans") and $330 million revolving credit facility (each, a "Hedge Counterparty" and collectively, the "Hedge Counterparties"). The Swaps, which are governed by the provisions of the ISDA Master Agreements (including schedules thereto and transaction confirmations that supplement such ISDA Master Agreements) entered into between Platform and each of the Hedge Counterparties (each, a "Swap Agreement" and collectively, the "Swap Agreements"), enable Platform to effectively convert the Term Loans, a U.S. dollar denominated debt obligation, into fixed-rate euro-denominated debt. Under the Swap Agreements, Platform will be obligated to make periodic euro-denominated coupon payments to the Hedge Counterparties on an aggregate initial notional amount of €662 million, in exchange for periodic U.S. dollar-denominated coupon payments from the Hedge Counterparties on an aggregate initial notional amount of $750 million. Each Swap matures on March 31, 2024.
Item 2.02. Results of Operations and Financial Condition.
On
January 28, 2019
, Platform issued a press release announcing preliminary unaudited financial results for the three and twelve months ended December 31, 2018. In connection with the upcoming closing of the Arysta Sale (as defined under Item 5.02 in this Current Report on Form 8-K), Platform also announced a leadership transition and 2019 financial guidance for Element Solutions Inc, the anticipated new name of the company following the closing of the Arysta Sale. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing of Platform, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.
Item 2.03. Creation of a Direct Financial Obligation.
The information under "
Cross-currency Swap Transactions
" in Item 1.01. of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.