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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): November 1, 2022
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| Avient Corporation |
| (Exact Name of Registrant as Specified in Its Charter) |
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| Ohio | 1-16091 | 34-1730488 |
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| (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:
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| 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 2.01. Completion of Acquisition or Disposition of Assets.
As previously announced, on August 11, 2022, Avient Corporation, an Ohio corporation (the “Company”), entered into a definitive asset purchase agreement (the “Agreement”) with Hilo Group Buyer, LLC (n/k/a Formerra, LLC), a Delaware limited liability company (the “Purchaser”). Pursuant to the terms of the Agreement, the Purchaser agreed to acquire the Company’s Distribution business (the “Distribution Business”) for $950 million in cash, subject to a customary working capital adjustment. On November 1, 2022, the Company completed the sale of the Distribution Business to the Purchaser pursuant to the terms of the Agreement.
The description of the Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(b) The unaudited pro forma condensed combined financial information of the Company, giving effect to the divestment of the Distribution Business (and, for certain periods and dates, the acquisition of DSM’s Protective Materials business), together with the related notes thereto, is attached hereto as Exhibit 99.1.
(d) Exhibits.
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| Number | Exhibit |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| † The exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request. |
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.
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| AVIENT CORPORATION |
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| By: /s/ Lisa K. Kunkle |
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| Name: Lisa K. Kunkle |
| Title: Senior Vice President, General Counsel and Secretary |
Dated: November 7, 2022