Note 16 - Subsequent Events

9 Months Ended

Sep. 30, 2014

Subsequent Events [Abstract]

Subsequent Events [Text Block]

16. SUBSEQUENT EVENTS

Closing of Private Placement

On October 8, 2014 and November 6, 2014, the Company completed a private placement to certain qualified institutional buyers and a limited number of institutional accredited investors of an aggregate of 16,060,960 shares and 9,404,064 shares, respectively, of its Common Stock at a price of $25.59 per share (the “October/November Private Placement”). In the October/November Private Placement, the Company received net proceeds of approximately $651,500, after deducting fees and offering expenses. Pursuant to registration rights agreements the Company entered into in connection with the October/November Private Placement, on November 3, 2014, the Company filed a resale registration statement on Form S-1 to register the resale of all of the shares sold in the October/November Private Placement, which resale registration statement was amended on November 10, 2014. This registration statement was declared effective on November 10, 2014.

In connection with the Private Placement, on October 3, 2014, the Company entered into separate support agreements (the “Support Agreements”) with certain of its stockholders (the “Support Parties”) holding, in the aggregate, approximately 28.5% of Common Stock as of such date. The Support Parties included Blue Ridge Limited Partnership, Berggruen Acquisition Holdings IV Ltd, Daniel H. Leever (Platform’s Chief Executive Officer, President and Vice Chairman), Mariposa Acquisition, LLC and Wellington Management Company, LLP, as investment advisor to certain stockholders. Pursuant to the Support Agreements, the Support Parties had agreed to vote in favor of the issuance of 9,404,064 shares mentioned above.

Proposed Arysta Acquisition

On October 20, 2014, Platform entered into a Share Purchase Agreement (the “Agreement”) with Nalozo S.à.r.l., a Luxembourg limited liability company (the “Seller”) pursuant to which Platform agreed to acquire Arysta LifeScience Limited, an Irish private limited company (“Arysta”), a leading global provider of crop solutions, with expertise in agrochemical and biological products (the “Arysta Acquisition”), for approximately $3.51 billion, consisting of $2.91 billion in cash, subject to working capital and other adjustments, and $600,000 of new Series B convertible preferred stock of Platform (the “Series B Convertible Preferred Stock”).

In connection with the Agreement, on October 20, 2014, Platform entered into a commitment letter (the “Arysta Debt Commitment Letter”) with Barclays Bank PLC, Credit Suisse AG, Credit Suisse Securities (USA) LLC, Nomura Corporate Funding Americas, LLC, Nomura Securities International, LLC, UBS AG, Stamford Branch and UBS Securities LLC (collectively, the “Commitment Parties”) for (i) $1.6 billion of first lien incremental term loans (the “Term Facility”) to be incurred under the Amended and Restated Credit Agreement and (ii) senior unsecured bridge loans (the “Senior Bridge Facility” and together with the Term Facility, the “Facilities”) in an aggregate principal amount of $750 million for the purposes of financing the Arysta Acquisition and the fees and expenses in connection therewith, on the terms and subject to the conditions set forth in the Arysta Debt Commitment Letter. The Commitment Parties’ obligation to provide the Facilities is subject to a number of customary conditions precedent. Furthermore, Platform is under no obligation to borrow under the Facilities and, in connection with the proposed Arysta Acquisition, anticipates seeking a number of alternative financings for the proposed Arysta Acquisition in lieu of such financings, including, but not limited to, equity offerings (including the proposed public offering described below (the “Proposed Public Offering”)), debt offerings and other borrowings under the Amended and Restated Credit Agreement.

When issued, each share of Series B Convertible Preferred Stock may be converted into such number of shares of Common Stock as is determined by dividing a $1,000 liquidation preference by a conversion price of $27.14. Platform has also agreed to enter into a registration rights agreement with the Seller pursuant to which Platform would be obligated to file with the SEC a registration statement to register the resale of the shares of Common Stock of Platform issuable upon conversion of the Series B Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock that is not previously converted to Common Stock will be subject to automatic redemption on either (a) the earlier of (i) October 20, 2016 and (ii) four months prior to the maturity of the mandatory preferred stock contemplated by the Arysta Debt Commitment Letter as defined below, if such security is issued; provided that such maturity date shall not be prior to the earlier of (x) the first anniversary of the original issue date of the Series B Convertible Preferred Stock and (y) 90 days prior to the maturity of the mandatory preferred stock contemplated by the Debt Commitment Letter (the “Maturity Date”) or (b) the occurrence of (i) a merger of Platform or a subsidiary of Platform where more than 50% of the voting power of the surviving corporation is held by persons other than the stockholders of Platform, (ii) the sale of all or substantially all of the assets or subsidiaries of Platform in a single transaction or series of related transaction or (iii) a bankruptcy or liquidation of Platform (each of clauses (i), (ii) and (iii), a “Triggering Event”). The redemption price for each share of Series B Convertible Preferred Stock will be $1,000, which must be paid in cash in the event of redemption upon a Triggering Event.  The redemption price may be paid in cash or shares of Common Stock (valued at $27.14 per share), at the option of Platform, in the event of redemption at the Maturity Date.  However, Platform may not issue more than 22,107,590 shares of Common Stock in connection with a redemption at the Maturity Date.  To the extent that the aggregate value of such 22,107,590 shares of Common Stock is less than $600,000 (based on a 10-day volume weighted average price), then, pursuant to the Agreement, such shortfall would be payable in cash by Platform as additional purchase price. Assuming that the Proposed Public Offering is consummated, Platform does not intend to issue any mandatory preferred stock contemplated by the Arysta Debt Commitment Letter in connection with the Arysta Acquisition.

The closing of the Arysta Acquisition is subject to the satisfaction or waiver of certain customary conditions for transactions of this type, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approvals of government authorities and antitrust authorities from certain non-U.S. jurisdictions.

       The Agreement also contains customary provisions governing circumstances under which the parties may terminate the Agreement, including the right of Platform or the Seller, as the case may be, to terminate the Agreement if the transactions contemplated therein have not been consummated on or before June 1, 2015, subject to certain conditions and subject to extension to August 3, 2015 if certain regulatory approvals have not been obtained.  Neither Platform nor the Seller is responsible for a termination fee in any event.

Pursuant to the Agreement, Platform deposited $400,000 into an escrow account and agreed to deposit an additional $200,000 into such escrow account no later than November 28, 2014. The release of any amounts from such escrow account is subject to the prior written consent of the Seller. The funds in the escrow account are intended to be released to the Seller in connection with the consummation of the Arysta Acquisition.

Proposed Underwritten Public Offering of Common Stock

On November 10, 2014, we filed an amended registration statement on Form S-1 in connection with the Proposed Public Offering. The Proposed Public Offering is subject to market conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

On November 12, 2014, we announced the pricing of an underwritten public offering of 14,300,000 shares of our common stock at a public offering price of $24.50 per share. The gross proceeds to us from this offering are expected to be approximately $350 million, before deducting underwriting discounts and commissions and offering expenses payable by us. On November 12, 2014, the underwriters exercised their option to purchase an additional 2,145,000 shares of our common stock to cover over-allotments. The offering is expected to close on or about November 17, 2014, subject to customary closing conditions.

Platform intends to use the net proceeds from the offering to fund a portion of the acquisition consideration and related fees and expenses of the Arysta Acquisition, with any remaining net proceeds for general corporate purposes. In the event the Arysta Acquisition is not completed, Platform intends to use the net proceeds of this offering for working capital and other general corporate purposes, which may include the funding of other acquisitions.