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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): September 5, 2024
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.) |
||
| 33587 Walker Road Avon Lake, Ohio |
44012 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (440) 930-1000
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:
| ☐ | 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 |
Name of each exchange |
||
| 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 8.01. | Other Events. |
Senior Notes Offering
On September 5, 2024, Avient Corporation, an Ohio corporation (the “Company”), announced the commencement of a private offering of $650,000,000 aggregate principal amount of senior notes due 2031 (the “2031 Notes”) in an offering exempt from the registration requirements of the Securities Act of 1933 (“Securities Act”). Pursuant to Rule 135c of the Securities Act, the Company is filing herewith as Exhibit 99.1 the press release issued on September 5, 2024.
The 2031 Notes have not been registered, and the Company does not plan to register the 2031 Notes, under the Securities Act or the securities laws of any jurisdiction. Unless they are registered, the 2031 Notes may be offered only in transactions that are exempt from registration under the Securities Act or the securities laws of any jurisdiction.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of the 2031 Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction absent an applicable exemption from the registration or qualification requirements.
Conditional Redemption of 2025 Notes
On September 5, 2024, the Company elected to exercise its optional redemption rights to redeem the entire outstanding $650,000,000 aggregate principal amount of the Company’s 5.750% Senior Notes due May 15, 2025 (the “2025 Notes”), and instructed U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee under the indenture governing the 2025 Notes, to issue on such date a Conditional Notice of Full Redemption to registered holders of the 2025 Notes. The date fixed for the redemption of the 2025 Notes is September 20, 2024 (the “Redemption Date”).
The 2025 Notes will be redeemed at a redemption price equal to 100.000% of the principal amount of the 2025 Notes, plus accrued and unpaid interest on the 2025 Notes from May 15, 2024 (the last interest payment date of the 2025 Notes prior to the Redemption Date), to, but not including, the Redemption Date (the “Redemption Price”).
The Company’s obligation to redeem the 2025 Notes and pay the Redemption Price on the Redemption Date is conditioned on the consummation by the Company on or prior to the Redemption Date of one or more debt financings, on terms and conditions acceptable to the Company in its sole and absolute discretion, that, collectively, provide net proceeds sufficient to pay the Redemption Price in full and all fees and expenses related to such debt financings and the redemption.
The foregoing does not constitute a notice of redemption with respect to any of the 2025 Notes.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description |
|
| 99.1 | Press release issued September 5, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| AVIENT CORPORATION | ||
| By: | /s/ Amy M. Sanders |
|
| Name: | Amy M. Sanders | |
| Title: | Senior Vice President, General Counsel and Secretary | |
Date: September 5, 2024
Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
Avient Announces Commencement of $650 Million Senior Notes Offering
CLEVELAND, September 5, 2024 – Avient Corporation (NYSE: AVNT) (“Avient”) today announced the commencement of an offering of $650 million in aggregate principal amount of senior notes due 2031 (the “notes”) in an offering exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”).
Avient intends to use the net proceeds from the offering, together with cash on hand, to redeem all of its outstanding 5.75% senior notes due 2025 (the “2025 senior notes”) and pay related fees and expenses.
The notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The notes will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This news release does not constitute a notice of redemption pursuant to the terms of the 2025 senior notes.
About Avient
Avient Corporation (NYSE: AVNT) provides specialized and sustainable materials solutions that transform customer challenges into opportunities, bringing new products to life for a better world.
Forward-Looking Statements
Certain statements contained in this news release constitute “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.
You can identify these statements by the fact that they do not relate strictly to historic or current facts. 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; disruptions or inefficiencies in our supply chain, logistics, or operations; changes in laws and regulations in jurisdictions where we conduct business, including with respect to plastics and climate change; fluctuations in raw material prices, quality and supply, and in energy prices and supply; demand for our products and services; 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; our ability to achieve strategic objectives and successfully integrate acquisitions, including the implementation of a cloud-based enterprise resource planning system, S/4HANA; other factors affecting our business beyond our control, including without limitation, changes in the general economy, changes in interest rates, changes in the rate of inflation, geopolitical conflicts, and any recessionary conditions; and other factors described in our Annual Report on Form 10-K for the year ended December 31, 2023 under Item 1A, “Risk Factors.”
We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law. You are advised, however, to consult any further disclosures we make on related subjects in our reports on Forms 10-Q, 8-K, and 10-K filed with the Securities and Exchange Commission. You should understand that it is not possible to predict or identify all risk factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.
# # #
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, Marketing and Communications
Avient Corporation
+1 440-930-3162
kyle.rose@avient.com