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Stockholders' Equity
12 Months Ended
Dec. 31, 2016
Equity [Abstract]  
STOCKHOLDERS’ EQUITY
STOCKHOLDERS’ EQUITY
Registered Underwritten Public Offerings
On September 21, 2016, the Company completed the September 2016 Equity Offering of 48,787,878 shares of its common stock at a public offering price of $8.25 per share. This offering resulted in gross proceeds to Platform of approximately $402.5 million, before underwriting discounts and commissions and offering expenses of $11.9 million.
On June 29, 2015, the Company completed the June 2015 Equity Offering of 18,226,414 shares of its common stock at a public offering price of $26.50 per share. The offering resulted in gross proceeds to Platform of approximately $483 million, before underwriting discounts, commissions and offering expenses of $15.0 million.
On November 17, 2014, the Company completed the November 2014 Public Offering of 16,445,000 shares of its common stock at a public offering price of $24.50 per share. The offering resulted in gross proceeds to Platform of approximately $403 million, before underwriting discounts, commissions and offering expenses of $15.1 million.
Preferred Stock
The Company is authorized to issue 5,000,000 shares of preferred stock. The Board had designated 2,000,000 of those shares as "Series A Preferred Stock." As of December 31, 2016 and 2015, a total of 2,000,000 shares of Series A Preferred Stock were issued and outstanding. The Board had also designated 600,000 of those shares as "Series B Convertible Preferred Stock," which were redeemable and presented in the mezzanine section of the Consolidated Balance Sheet as of December 31, 2015. As of December 31, 2016 and 2015, a total of zero and 600,000 shares of Series B Convertible Preferred Stock, respectively, were issued and outstanding. In December 2016, a portion of the shares of Series B Convertible Preferred Stock was converted, with the remaining shares subsequently canceled and retired as explained below. Shares of preferred stock have no voting rights, except in respect of any amendment to the Company's Certificate of Incorporation, as amended, that would alter or change their rights or privileges.
Series A Preferred Stock
The Founder Entities are current holders of Platform's outstanding 2,000,000 shares of Series A Preferred Stock and are entitled to receive an annual dividend on such Series A Preferred Stock in the form of shares of the Company's common stock.  On December 31, 2014, the Board approved a stock dividend of 10,050,290 shares of Platform's common stock with respect to its outstanding Series A Preferred Stock, which represented 20% of the appreciation of the market price of our common stock over the Initial Public Offering price of $10.00 multiplied by the total Initial Public Offering shares. The dividend price was $22.85 and the shares were issued on January 2, 2015 based on the volume weighted average price of $23.16 on December 31, 2014. Starting with fiscal year 2015, the dividend amount is calculated based on the appreciated stock price compared to the highest dividend price previously used in calculating the Series A Preferred Stock dividends. Based on the dividend price of $22.85 used in 2014, no stock dividends were declared in 2016 and 2015 with respect to the Series A Preferred Stock.
Each share of Series A Preferred Stock is convertible into one share of common stock of Platform at the option of the holder until December 31, 2020. All outstanding shares of Series A Preferred Stock will be automatically converted into shares of common stock on a one-for-one basis (i) in the event of a change of control of the Company following an acquisition, or (ii) upon the last day of the seventh full financial year following the MacDermid Acquisition, being December 31, 2020 (which may be extended by the Board for three additional years).
Series B Convertible Preferred Stock
Pursuant to the Arysta share purchase agreement, the Company issued to the Arysta Seller 600,000 shares of Series B Convertible Preferred Stock, which had a $1,000 per share liquidation preference. The fair value of these shares, at the time of the Arysta Acquisition, of $646 million was recognized as "Redeemable preferred stock – Series B" in the Consolidated Balance Sheet. Under the share purchase agreement, the Arysta Seller had the ability to convert these shares, at any time, into 22,107,590 shares of Platform's common stock at a conversion price of $27.14 per share, unless previously mandatorily redeemed by the Company. Additionally, on April 20, 2017, the Company would have been required to repurchase all Series B Convertible Preferred Stock then outstanding and also pay to their holders in cash a make whole payment, corresponding to any deficit between (i) the 10-day volume weighted price of Platform’s common stock prior to such repurchase, and (ii) $27.14 per share.
On September 9, 2016, the Company entered into a settlement agreement with the Arysta Seller and agreed that from October 20, 2016 until the close of business on December 15, 2016, it may settle (i) all of its obligations with respect to its shares of Series B Convertible Preferred Stock in exchange for a cash payment of $1.00 and the issuance of 5,500,000 shares of its common stock upon simultaneous conversion of the Series B Convertible Preferred Stock by the Arysta Seller, and (ii) for a payment of $460 million, its obligation to pay the make whole payment mentioned above.
In accordance with the settlement agreement, as amended, on December 13, 2016, the Company settled all of its obligations with respect to its Series B Convertible Preferred Stock and the related make whole payment obligation, as described in the settlement agreement, in exchange for a cash payment of $460 million and the issuance of 5.5 million shares of its common stock upon conversion of the corresponding shares of Series B Convertible Preferred Stock. The remaining shares of Series B Convertible Preferred Stock were subsequently canceled and retired.
As a result of the settlement agreement, for accounting purposes, the Series B Convertible Preferred Stock had been deemed an extinguishment in exchange for the issuance of another financial instrument. The Company recognized a gain of $103 million in "Other income, net" in the Consolidated Statement of Operations and a gain of $32.9 million in "Net income (loss) attributable to common stockholders." The Company elected the fair value option to measure the preferred stock redemption liability subsequent to the date of the settlement agreement as it most accurately reflected the economics of the transaction and the value of the preferred stock redemption liability. For the year ended December 31, 2016, the Company recorded a $5.0 million loss associated with the remeasurement of the preferred stock redemption liability, which was recorded to "Other income, net" in the Consolidated Statement of Operations.
Issuance of Common Stock in Connection with Acquisitions
In connection with the Alent Acquisition, on December 2, 2015, the Company issued 18,419,738 shares of its common stock to Alent shareholders, including Cevian Capital II Master Fund LP, the then largest shareholder of Alent. The shares were issued in reliance upon an exemption from the registration requirements of the Securities Act set forth in Section 3(a)(10) thereof and began trading on the NYSE upon their issuance.
In connection with the Agriphar Acquisition, on October 1, 2014, the Company issued to a representative of Percival 711,551 restricted shares of our common stock, which will become unrestricted beginning January 2, 2018 unless agreed otherwise in accordance with the terms of the acquisition agreement. The seller was granted a put option to sell and transfer all of its shares back to Platform on the date that is six months from the closing of the Agriphar Acquisition, which was not exercised. As a result, the value of the option, totaling $3.0 million, was reversed and included in "Other income (expense), net" in the Consolidated Statements of Operations for the year ended December 31, 2015.
In connection with the CAS Acquisition, on November 3, 2014, the Company issued to Chemtura 2,000,000 shares of Platform's common stock, then restricted under Rule 144.
Private Placements
On October 8, 2014 and November 6, 2014, the Company completed the October/November 2014 Private Placement to certain investors of an aggregate of 16,060,960 shares and 9,404,064 shares of Platform's common stock, respectively, at a price of $25.59 per share. In the October/November 2014 Private Placement, the Company received proceeds of $652 million, gross of transaction fees and offering expenses of $0.3 million.
On May 20, 2014, the Company completed the May 2014 Private Placement to certain investors of an aggregate of 15,800,000 shares of Platform’s common stock for an aggregate consideration of $300 million, gross of transaction related costs of $13.8 million.
Warrant Mandatory Redemption
On March 4, 2014, a mandatory redemption event occurred with respect to all of the Company’s then outstanding warrants. On or after April 3, 2014, the date of the mandatory redemption fixed by the Company, holders of warrants had no further rights with respect to such warrants except to receive $0.01 per warrant. During the year ended December 31, 2014, the Company issued 16,244,694 shares of common stock in connection with the exercise of 48,734,082 warrants, resulting in proceeds to the Company of $187 million. On April 3, 2014, Platform completed the mandatory redemption of the remaining 8,580 outstanding warrants for $0.01 per warrant.
Non-Controlling Interest
In connection with the MacDermid Acquisition, approximately $97.5 million was raised in new equity consisting of shares of PDH Common Stock. Since October 31, 2014, all shares of PDH Common Stock are convertible, at the option of the holder, into a like number of shares of the Company's common stock, the sale of which is subject to a contractual lock-up of 25% per year over a four-year period, which started on October 31, 2013. Since October 31, 2016, which corresponded to the third anniversary of the MacDermid Acquisition, all shares of PDH Common Stock, except those held by Tartan, remains subject to a contractual lock-up with respect to 25% of the total shares of PDH Common Stock initially received by their holders. Tartan members, who hold approximately 6.7 million shares of PDH Common Stock, are no longer subject to any contractual lock-up since October 31, 2016.
The PDH Common Stock is classified as a non-controlling interest on the Consolidated Balance Sheets at December 31, 2016 and 2015 and will continue to be until such time as it is exchanged for shares of common stock. The total number of shares of common stock originally issuable upon the exchange of PDH Common Stock pursuant to the RHSA was approximately 8.8 million, against which 1,038,349 shares have been issued as of December 31, 2016.
For the years ended December 31, 2016, 2015 and 2014, approximately $(5.9) million, $(1.4) million and $6.4 million, respectively, of net (loss) income has been allocated to the Retaining Holders, as included in the Consolidated Statements of Operations, representing non-controlling interest of 6.01%, 6.25% and 6.67% at December 31, 2016, 2015 and 2014, respectively.