8-K

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 8, 2017

________________________________________________________

________________________________________________________

(Exact name of registrant as specified in its charter)

Delaware	001-36272	37-1744899
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1450 Centrepark Boulevard Suite 210 West Palm Beach, Florida	33401
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:   (561) 207-9600

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

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. o

Item 7.1. Regulation FD Disclosure.

On November 8, 2017, Platform Specialty Products Corporation ("Platform") issued a press release announcing its intent, subject to market and other customary conditions, to offer $550 million aggregate principal amount of senior notes due 2025 denominated in U.S. dollars (the "2025 Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in accordance with Regulation S under the Securities Act. A copy of this press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

The above does not constitute an offer to sell, or a solicitation of an offer to purchase, the 2025 Notes, the related guarantees, or any other securities in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing of Platform, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

Item 8.01. Other Events.

On November 8, 2017, Platform also issued a press release announcing that it has commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 10.375% senior notes due 2021, issued on November 10, 2015 (the "2021 Notes"). The Tender Offer will expire at midnight, New York City time, at the end of December 7, 2017, unless extended or earlier terminated by Platform in its sole discretion. In connection with the Tender Offer, Platform is soliciting consents from holders of the 2021 Notes to certain proposed amendments to the indenture under which the Notes were issued and/or the 2021 Notes which, among other things, would eliminate substantially all of the restrictive covenants and certain events of default contained therein.

The Tender Offer and consent solicitation is conditioned upon, among other things, Platform and/or one or more of its affiliates having completed one or more debt financings on terms and conditions satisfactory to Platform (collectively, the “Financing Condition”), as well as other general conditions. The Tender Offer is not conditioned upon a minimum amount of the 2021 Notes being tendered.

On November 8, 2017, Platform issued a conditional notice of redemption of all outstanding 2021 Notes at the redemption price of 100% of the principal amount thereof plus the Applicable Premium (as defined in, and determined in accordance with, the indenture governing the 2021 Notes), plus accrued and unpaid interest, if any, to, but not including, the redemption date. The redemption is conditioned upon the consummation of the Financing Condition described above. Assuming satisfaction of the condition, the redemption date is expected to occur on December 8, 2017.

A copy of the press release announcing the commencement of the Tender Offer is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated by reference herein. The information in this Item 8.01 of this Current Report on Form 8-K and Exhibit 99.2 attached hereto are for information purposes only and do not constitute an offer to purchase the 2021 Notes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release issued on November 8, 2017 announcing Platform's private offering of senior notes due 2025 (furnished only).
99.2	Press release issued on November 8, 2017 announcing Platform's Tender Offer for any and all of its 10.375% senior notes due 2021.

Forward Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that reflect the current views of Platform about future events and financial performance. Words such as "expect," "anticipate," "project," "will," "should," "believe," "intend," "plan," "estimate," "potential," "target," and similar expressions and variations of such words that predict or indicate future events or trends, or that do not relate to historical matters, identify forward-looking statements. Such forward looking statements include, without limitation, statement regarding the completion and timing of the offering of the Notes, the Tender Offer and consent solicitation and the redemption, Platform's planned use of any proceeds from the offering of the Notes and its ability to redeem all the 2025 Notes and 2021 Notes pursuant to the related indentures. All forward-looking statements are made as of the date of this Current Report on Form 8-K and Platform undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Actual results could materially differ from those projected in any forward-looking statements due to numerous factors, including, but not limited to, the risk factors set forth in the periodic reports and other reports filed by Platform with the Securities and Exchange Commission, including Platform's annual report on Form 10-K for the fiscal year ended December 31, 2016 and quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2017.

SIGNATURE

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.

	PLATFORM SPECIALTY PRODUCTS CORPORATION
	(Registrant)
November 8, 2017	/s/ John E. Capps
(Date)	John E. Capps
	Executive Vice President, General Counsel and Secretary

Exhibit Index

Exhibit Number	Description
99.1	Press release issued on November 8, 2017 announcing Platform's private offering of senior notes due 2025 (furnished only).
99.2	Press release issued on November 8, 2017 announcing Platform's Tender Offer for any and all of its 10.375% senior notes due 2021.

EX-99.1

EXHIBIT 99.1

Platform Specialty Products Corporation

Announces Launch of Senior Notes Offering

WEST PALM BEACH, November 8, 2017 -- Platform Specialty Products Corporation (NYSE:PAH) ("Platform") announced today that it intends to offer $550 million aggregate principal amount of senior notes due 2025 (the "Notes") in a private offering, subject to market and other customary conditions. The Notes are being offered solely to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by certain of Platform's existing domestic subsidiaries. Upon satisfaction of certain conditions, all of Platform’s then direct and indirect domestic subsidiaries constituting Platform’s Agricultural Solutions business may be released from their guarantees of the Notes.

In connection with the offering of the Notes, Platform commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 10.375% senior notes due 2021 (the “November 2015 Notes”). Concurrently with the commencement of the Tender Offer, we issued a conditional notice of redemption providing for the redemption (the “Redemption”) of any November 2015 Notes that remain outstanding after the expiration of the Tender Offer. Platform intends to use the net proceeds from the offering of Notes to pay the consideration for the Tender Offer and the Redemption, plus accrued and unpaid interest on the November 2015 Notes, if any, along with fees and expenses incurred in connection with the offering of the Notes, the Tender Offer and the Redemption.

No assurance can be given that the offering of the Notes will be completed, or, if completed, as to the terms on which it is completed. The Notes and related guarantees have not been registered under the Securities Act or any applicable state securities laws and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to purchase the Notes or any other securities and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

This press release does not constitute an offer to purchase the November 2015 Notes or a notice of redemption thereof.

Forward-looking Statements

This press release contains forward-looking statements, including, but not limited to, statements regarding the completion and timing of the offering of the Notes and the Tender Offer and the Redemption, Platform's planned use of any proceeds from the offering of the Notes and its ability to redeem all the November 2015 Notes pursuant to the related indenture. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, Platform's and the initial purchasers' ability to satisfy the conditions required to close the offering; Platform’s ability to consummate the Tender Offer and the Redemption; Platform’s ability to successfully complete the proposed separation of its Agricultural Solutions business into an independent company and realize the anticipated benefits from it; the expected structure and timing for completion of this proposed separation; adverse effects on the two companies’ business operations or financial results and the market price of Platform's shares as a result of the completion of this proposed separation; market volatility; legal,

tax and regulatory requirements; unanticipated delays and transaction expenses; the impact of the proposed separation on Platform's employees, customers and suppliers; the ability of the two companies to operate independently following the proposed separation; the diverting of management’s attention from Platform's ongoing business operations; the possibility of more attractive strategic options arising in the future; Platform's perception of future availability of equity or debt financing needed to complete the proposed separation and fund its operations; Platform's ability to identify, hire and retain executives and other employees with sufficient expertise; Platform's assessment of its internal control over financial reporting; the impact of commodities and currencies and Platform's ability to manage its risk in these areas; future capital expenditures, indebtedness, leverage, and dividend policy. Additional information concerning these and other factors that could cause actual results to vary is, or will be, included in Platform’s periodic and other reports filed with the Securities and Exchange Commission, including Platform's annual report on Form 10-K for the fiscal year ended December 31, 2016 and quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2017. These forward-looking statements are made as of the date of this press release and Platform assumes no obligation to update such forward-looking statements or to update the reasons why actual results could differ from those projected in such forward-looking statements.

CONTACT:

Investor Relations Contact:

Carey Dorman

Senior Director Corporate Development

Platform Specialty Products Corporation

1-561-406-8465

Media Contacts:

Liz Cohen

Weber Shandwick

1-212-445-8044

EX-99.2

EXHIBIT 99.2

Platform Specialty Products Corporation

Commences Cash Tender Offer and Consent Solicitation

for Any and All of its Outstanding 10.375% Senior Notes due 2021

WEST PALM BEACH, Fla., November 8, 2017 -- Platform Specialty Products Corporation (NYSE:PAH) (“Platform”), a global specialty chemicals company, announced today that it has commenced a cash tender offer to purchase any and all of its outstanding $500,000,000 aggregate principal amount of 10.375% Senior Notes due 2021 (the “Notes”). In connection with the tender offer, Platform is also soliciting consents from holders of the Notes to certain amendments to the indenture governing the Notes to, among other things, eliminate substantially all of the restrictive covenants and certain events of default contained therein. The tender offer is being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated November 8, 2017 and a related Consent and Letter of Transmittal (together, the “Offer Documents”).

The Notes and certain other information relative to Platform’s tender offer and consent solicitation are set forth in the table below.

Notes	CUSIP Numbers(s)	Aggregate Principal Amount Outstanding	Tender Offer Consideration(1)	Consent Payment(1)	Total Consideration(1)(2)
10.375% Senior Notes due 2021	72766QAC9 U7264MAC8	$500,000,000	$1,057.82	$30.00	$1,087.82

(1)	Per $1,000 principal amount of Notes excluding accrued and unpaid interest thereon, if any, which interest will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.
(2)	Includes the Consent Payment.

Each holder who validly tenders its Notes and delivers its consent to the proposed amendments to the indenture governing the Notes prior to 5:00 p.m., New York City time, on Wednesday, November 22, 2017, unless such time is extended or earlier terminated by Platform (the “Early Tender Time”), will receive, if such Notes are accepted for purchase pursuant to the tender offer, the total consideration of $1,087.82 per $1,000 principal amount of the Notes tendered (the “Total Consideration”), which includes $1,057.82 as the tender offer consideration and $30.00 as a consent payment (the “Consent Payment”). In addition, accrued and unpaid interest, if any, up to, but not including, the applicable settlement date of the Notes will be paid in cash on all validly tendered and accepted Notes.

The tender offer is scheduled to expire at 12:00 midnight, New York City time, at the end of Thursday, December 7, 2017, unless extended or earlier terminated (the “Expiration Date”). Holders who validly tender their Notes after the Early Tender Time but on or prior to the Expiration Date will receive the tender offer consideration of $1,057.82 per $1,000 principal amount of the Notes (the “Tender Offer Consideration”), plus any accrued and unpaid interest, if any, on the Notes up to, but not including, the applicable payment date, but will not receive the Consent Payment.

Tendered Notes may be withdrawn at any time prior to 5:00 pm, New York City time, on Wednesday, November 22, 2017, but not thereafter, except to the extent that Platform is required by law to provide additional withdrawal rights (such time, as the same may be extended, the “Withdrawal Deadline”). Subject to the terms and conditions

described below, payment of the Total Consideration or the Tender Offer Consideration, as applicable, is expected to occur on or about one business day after the Early Tender Time or the Expiration Date, as applicable, assuming the satisfaction or waiver by Platform of the conditions to the tender offer and consent solicitation.

The tender offer and consent solicitation is conditioned upon, among other things, Platform and/or one or more of its affiliates having completed one or more debt financings on terms and conditions satisfactory to Platform (collectively, the “Financing Condition”), as well as other general conditions. The tender offer is not conditioned upon a minimum amount of Notes being tendered.

If any of the conditions are not satisfied or waived, in Platform’s sole discretion, Platform may terminate the tender offer and consent solicitation and return tendered Notes. Platform has the right to waive any of the foregoing conditions with respect to the Notes and to consummate the tender offer and consent solicitation. In addition, Platform has the right, in its sole discretion, to terminate the tender offer and consent solicitation at any time, subject to applicable law.

The complete terms and conditions of the tender offer for the Notes are set forth in the Offer Documents and the tender offer and consent solicitation are being made only through, and subject to the terms and conditions set forth in, the Offer Documents.

Concurrently with the commencement of the tender offer, Platform issued a conditional notice of redemption of all outstanding Notes at the redemption price of 100% of the principal amount thereof plus the Applicable Premium (as defined in, and determined in accordance with, the indenture governing the Notes), plus accrued and unpaid interest, if any, to, but not including, the redemption date. The redemption date is expected to occur on December 8, 2017. The redemption is conditioned upon the consummation of the Financing Condition described above. The complete terms and conditions of the redemption are set forth in the conditional notice of redemption.

This press release is not an offer to purchase or a solicitation of consents, which may be made only pursuant to the terms of the Offer Documents and related materials and in accordance with applicable securities laws. This press release shall not constitute a notice of redemption of the Notes. This press release is not an offer to purchase or a solicitation of an offer to sell any securities.

Credit Suisse Securities (USA) LLC will act as Dealer Manager and Solicitation Agent for the tender offer and consent solicitation for the Notes. Questions regarding Platform’s tender offer and consent solicitation may be directed to Credit Suisse Securities (USA) LLC at (212) 325-2476 or toll free at (800) 820-1653.

D.F. King & Co., Inc. will act as the Tender Agent and Information Agent for Platform’s tender offer and consent solicitation. Requests for the Offer Documents may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for brokers and banks) or (800) 290-6427 (for all others) or email pah@dfking.com.

None of Platform, the Dealer Manager and Solicitation Agent, the Tender Agent and Information Agent or any of their affiliates, or any other person makes any recommendation as to whether holders of Notes should tender their Notes, and no one has been authorized to make such a recommendation. Holders of Notes must make their own decisions as to whether to tender their Notes, and if they decide to do so, the principal amount of the Notes to tender. Holders of the Notes should read carefully the Offer Documents and related materials before any decision is made.

About Platform

Platform is a global, diversified producer of high-technology specialty chemicals and a provider of technical services. The business involves the formulation of a broad range of solutions-oriented specialty chemicals, which are sold into multiple industries, including automotive, agriculture, animal health, electronics, graphic arts, and offshore oil and gas production and drilling.

Forward-Looking Statements

Certain statements contained in this release are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995 as it contains "forward-looking statements" within the meaning of the federal securities laws, which include statements regarding expectations, beliefs, plans, intentions, projections or other statements regarding the future. These projections and statements are based on management's estimates and assumptions with respect to future events and financial performance, and are believed to be reasonable, though are inherently difficult to predict.  The statements in this release are not guarantees of future performance, and actual results could differ materially from current expectations. A number of factors could cause or contribute to such differences, which include, among others, Platform’s ability to consummate the tender offer and consent solicitation and the redemption, the availability and cost of debt financing, market volatility, unanticipated delays and transaction expenses, legal, tax and regulatory requirements and overall global and economic business conditions impacting Platform’s business .  Additional information concerning factors that could cause results to vary is, or will be, included in Platform's periodic and other reports filed with the Securities and Exchange Commission, including Platform's annual report on Form 10-K for the fiscal year ended December 31, 2016. Platform undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT:

Investor Relations Contact:

Carey Dorman

Senior Director of Corporate Development

         Platform Specialty Products Corporation

         1-561-406-8465

Media Contact:

Liz Cohen

Weber Shandwick

1-212-445-8044