Element Solutions Inc — Capital/Financing Update 2014

Dec 4, 2014

8-K 1 gff8k_120414.htm FORM 8-K

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): December 2, 2014

Platform Specialty Products Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-36272	37-1744899
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

5200 Blue Lagoon Drive Suite 855 Miami, Florida	33126
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 575-5850

Not Applicable (Former name or former address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2014 , Platform Specialty Products Corporation (“ Platform ”) entered into a Share Purchase Agreement (the “ Agreement ”) with Nalozo S.à.r.l. (the “ Seller ”) pursuant to which Platform agreed to acquire Arysta LifeScience Limited for approximately $3.51 billion, consisting of $2.91 billion in cash, subject to working capital and other adjustments, and $600 million of new Series B convertible preferred stock of Platform (the “ Series B Convertible Preferred Stock ”).

On December 2, 2014, Platform and the Seller entered into an amendment to the Agreement (the “ Amendment ”) pursuant to which, among other things, the parties agreed that the redemption price for each share of Series B Convertible Preferred Stock at maturity must be paid only in shares of common stock of Platform (rather than, at the option of Platform, cash or shares of common stock of Platform).

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such Amendment, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Title
2.1	Amendment Agreement dated December 2, 2014, between Nalozo S.à.r.l. and Platform Specialty Products Corporation.

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SIGNATURES

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.

December 4, 2014
By: /s/ Frank J. Monteiro
Name: Frank J. Monteiro
Title: Senior Vice President and Chief Financial Officer

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Exhibit Index

Exhibit Number	Exhibit Title
2.1	Amendment Agreement dated December 2, 2014, between Nalozo S.à.r.l. and Platform Specialty Products Corporation.