UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 disclosed, on December 19, 2019, PolyOne Corporation, an Ohio corporation (the “Company”), entered into a definitive share purchase agreement (the “SPA”) with Clariant AG, a corporation organized and existing under the laws of Switzerland (“Clariant”). Separately, a wholly-owned subsidiary of the Company entered into a definitive business transfer agreement (the “BTA”) with Clariant Chemicals (India) Limited, a public limited company incorporated in India and an indirect majority-owned subsidiary of Clariant. The SPA and the BTA provide for, among other things, the acquisition by the Company of the color and additive masterbatch business of Clariant for a net purchase price of USD $1.44 billion in cash, subject to customary working capital and net debt adjustments (the “Masterbatch Transaction”).
On July 1, 2020 (the “Closing Date”), upon the terms and subject to the conditions set forth in the SPA and the BTA, the Masterbatch Transaction was completed.
The foregoing description of the SPA and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the SPA, which is attached as Exhibit 2.1 to this Current Report on Form 8-K, the terms of which are incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective on June 30, 2020, the Company amended its existing Articles of Incorporation (the “Amended Articles”) to revise Article FIRST to change its corporate name to “Avient Corporation.” The amendment was approved by the Company’s Board of Directors (the “Board”) and was effected by the filing of a Certificate of Amendment to the Amended Articles with the Ohio Secretary of State.
Also effective on June 30, 2020, the Company amended its existing Code of Regulations to reflect the new corporate name (the “Amended and Restated Regulations”). The Amended and Restated Regulations were approved by the Company’s Board.
The foregoing descriptions are qualified in their entirety by reference to the Certificate of Amendment to the Amended Articles and the Amended and Restated Regulations, copies of which are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 8.01. | Other Events. |
On the Closing Date, the Company issued a press release announcing the completion of the Masterbatch Transaction. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statement of Business Acquired.
The Company previously provided the financial statements required by Item 9.01(a) of Form 8-K as Exhibit 99.1 to its Current Report on Form 8-K filed on April 29, 2020.
(b) Pro Forma Financial Information.
The Company previously provided the pro forma financial statements required by Item 9.01(b) as Exhibit 99.2 to its Current Report on Form 8-K filed on April 29, 2020.
(d) Exhibits:
| Exhibit Number |
Description | |||
| 2.1 |
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| 3.1 |
Certificate of Amendment to the Articles of Incorporation, effective June 30, 2020. | |||
| 3.2 |
Amended and Restated Code of Regulations, effective June 30, 2020. | |||
| 99.1 |
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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, as amended, 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 | |
Date: July 1, 2020