AVIENT CORP false 0001122976 0001122976 2022-08-11 2022-08-11

 

 

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): August 11, 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

 

 

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 1.01

Entry into a Material Definitive Agreement.

On August 11, 2022, Avient Corporation (the “Company”), an Ohio corporation, entered into a definitive asset purchase agreement (the “Agreement”) with Hilo Group Buyer, LLC, a Delaware limited liability company (“Purchaser”).

Pursuant to the terms of the Agreement, Purchaser has agreed to acquire the Company’s Distribution business segment for $950 million in cash, subject to a customary working capital adjustment (the “Sale”).

The Agreement contains customary representations, warranties, termination rights, covenants and agreements, including, among others, that each party will use reasonable best efforts to complete the transaction. The closing of the Sale will be completed upon the receipt of regulatory approvals and the satisfaction or waiver of customary closing conditions. Purchaser has secured committed financing, consisting of a combination of equity and debt financing, and the Agreement does not contain financing conditions.

 

Item 7.01.

Regulation FD Disclosure.

On August 12, 2022, the Company issued a press release announcing the Sale. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference. The press release shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

 

Number

  

Exhibit

99.1    Press Release
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document


SIGNATURE

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

Dated: August 12, 2022


EX-99.1

Exhibit 99.1

 

LOGO

NEWS RELEASE

FOR IMMEDIATE RELEASE

Avient Signs Agreement to Divest Distribution

Business to H.I.G. Capital for $950 Million

CLEVELAND – August 12, 2022 – Avient Corporation (NYSE: AVNT), a leading global provider of sustainable and specialized material solutions, today announced it has entered into a definitive agreement to sell its Distribution business to an affiliate of H.I.G. Capital for $950 million in cash, subject to regulatory approval.

On April 20, 2022, the company announced it was exploring a sale of its Distribution business, in connection with announcing an agreement to acquire the Protective Materials business of DSM. The company recently completed that process, culminating in today’s announcement.

“As expected, there were multiple buyers interested in acquiring the Distribution business, and it was a competitive process,” said Robert M. Patterson, Chairman, President and Chief Executive Officer, Avient Corporation. “Ultimately, we selected H.I.G. Capital based on the strength of their proposal, which values the business at approximately 10x LTM EBITDA and includes no financing contingencies. We are also confident that H.I.G. will make an excellent home for the Distribution business and a good partner for Avient as both a supplier and a customer.”

The company noted that after-tax proceeds of approximately $750 million from the sale will be used to pay down near-term maturing debt. Pro forma for the sale of the Distribution business and the forthcoming acquisition of DSM’s Protective Materials business, net debt to adjusted EBITDA leverage will be approximately 2.8x at the end of the year.

Mr. Patterson added, “The sale of the Distribution business and acquisition of DSM Protective Materials represent the next steps in our specialty transformation that began over a decade ago. We are excited about our future as a pure play specialty formulator of sustainable solutions.”

In accordance with US GAAP, the company expects the Distribution business will be classified as “held for sale” and reported as a discontinued operation in future filings.


The company noted that Moelis & Company LLC and Goldman Sachs served as financial advisors to Avient. Jones Day served as outside legal counsel. The sale is subject to satisfaction of regulatory requirements and other customary closing conditions.

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. Examples include:

 

   

Unique technologies that improve the recyclability of products and enable recycled content to be incorporated, thus advancing a more circular economy

 

   

Light-weighting solutions that replace heavier traditional materials like metal, glass and wood, which can improve fuel efficiency in all modes of transportation and reduce carbon footprint

 

   

Sustainable infrastructure solutions that increase energy efficiency, renewable energy, natural resource conservation and fiber optic / 5G network accessibility

Avient employs approximately 8,800 associates and is certified ACC Responsible Care®, a founding member of the Alliance to End Plastic Waste and certified Great Place to Work®. For more information, visit www.avient.com.

# # #

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 business supporting the Distribution assets being sold; the ability to obtain required regulatory or other third-party approvals and consents and otherwise consummate the proposed sale of the Distribution business; any material adverse changes in the Protective Materials Business proposed to be acquired from Royal DSM (“DSM”); our ability to achieve the strategic and other objectives relating to the proposed acquisition of the DSM Protective Materials business and the proposed sale of the Distribution business; 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.

Non-GAAP Reconciliation

The Company does not provide reconciliations of forward-looking non-GAAP financial measures, such as outlook for net debt to adjusted EBITDA leverage, to the most comparable GAAP financial measures on a forward-looking basis because the Company is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of certain items, such as, but not limited to, restructuring costs, environmental remediation costs, acquisition-related costs, and other non-routine costs. Each of such adjustments has not yet occurred, are out of the Company’s control and/or cannot be reasonably predicted. For the same reasons, the Company is unable to address the probable significance of the unavailable information.

To access Avient’s news library online, please visit www.avient.com/news

Investor Relations Contact:

Giuseppe (Joe) Di Salvo

Vice President, Treasurer and Investor Relations

Avient Corporation

+1 440-930-1921

giuseppe.disalvo@avient.com

Media Contact:

Kyle G. Rose

Vice President, Corporate Communications

Avient Corporation

+1 440-930-3162

kyle.rose@avient.com


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