Item 1.01. Entry Into a Material Definitive Agreement.
The information required by this item is included in Item 2.03 below and is
incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.
On November 24, 2020, Axalta Coating Systems, LLC (the "Issuer"), an indirect,
wholly owned subsidiary of Axalta Coating Systems Ltd. (the "Company"), issued
$700.0 million in aggregate principal amount of 3.375% Senior Notes due 2029
(the "Notes"). The Notes were issued pursuant to an indenture, dated November
24, 2020 (the "Indenture"), among the Issuer, the guarantors named therein and
Wilmington Trust, National Association, as trustee. The Notes pay interest
semi-annually in arrears. The Notes were offered in a private placement to
qualified institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), and to certain non-U.S. persons in
transactions outside of the United States in reliance on Regulation S under the
Securities Act.
Optional Redemption Provisions and Change of Control Repurchase Right
At any time prior to February 15, 2024, upon not less than 10 nor more than 60
days' notice, the Notes will be redeemable at the Issuer's option, in whole at
any time or in part from time to time, at a price equal to 100.0% of the
principal amount of the Notes redeemed, plus a make-whole premium as set forth
in the Indenture, plus accrued and unpaid interest, if any, to (but not
including) the applicable redemption date. Beginning February 15, 2024, the
Issuer may redeem the Notes, at its option, in whole at any time or in part from
time to time, subject to the payment of a redemption price together with accrued
and unpaid interest, if any, to (but not including) the applicable redemption
date. The redemption price includes a call premium that varies (from 1.688% to
0%) depending on the year of redemption.
In addition, at any time prior to February 15, 2024, the Issuer may redeem up to
40.0% of the aggregate principal amount of the Notes at a redemption price equal
to 103.375% of the principal amount thereof, together with accrued and unpaid
interest, if any, to (but not including) the applicable redemption date, with
the net cash proceeds from sales of one or more equity offerings.
In connection with any tender offer or other offer to purchase Notes, including
pursuant to a change of control, alternate offer or asset sale offer, each as
defined in the Indenture, if not less than 90.0% of the Notes outstanding are
purchased by the Issuer or a third party, the Issuer or such third party will
have the right to redeem or purchase, as applicable, all Notes that remain
outstanding following such purchase at a price equal to the price paid to
holders of the Notes in such purchase. The holders of the Notes will also have
the right to require the Issuer to repurchase their Notes upon the occurrence of
a change in control, at an offer price equal to 101.0% of the principal amount
of the Notes plus accrued and unpaid interest, if any, to (but not including)
the date of repurchase.
Ranking
The Notes and related guarantees are the Issuer's and the guarantors' senior
unsecured obligations. The Notes are guaranteed by the Company and each of the
Company's existing and future subsidiaries (other than the Issuer) that is a
borrower, or that guarantees obligations, under the Company's senior secured
credit facilities. Under the terms of the Indenture, the Notes and related
guarantees rank equally in right of payment with all of the Issuer's and the
guarantors' existing and future senior debt, including borrowings under the
Company's senior secured credit facilities, and rank contractually senior in
right of payment to the Issuer's and the guarantors' existing and future debt
and other obligations that are, by their terms, expressly subordinated in right
of payment to the Notes. The Notes and related guarantees are effectively
subordinated to the Issuer's and the guarantors' existing and future secured
indebtedness, including borrowings under the Company's senior secured credit
facilities, to the extent of the value of the assets securing such indebtedness.
The Notes and related guarantees are structurally subordinated to all existing
and future indebtedness and liabilities (including trade payables) of the
Company's subsidiaries that do not guarantee the Notes.
Restrictive Covenants
The Indenture contains covenants that limit the Company's (and its
subsidiaries') ability to, among other things: (i) incur additional debt or
issue certain preferred stock; (ii) pay dividends, redeem stock or make other
distributions; (iii) make other restricted payments or investments; (iv) create
liens on assets; (v) transfer or sell assets; (vi) create restrictions on
payment of dividends or other amounts by the Company to the Company's restricted
subsidiaries; (vii) engage in mergers or consolidations; (viii) engage in
certain transactions with affiliates; and (ix) designate the Company's
subsidiaries as unrestricted subsidiaries. Many of the covenants contained in
the Indenture will not be applicable, and the subsidiary guarantees of the Notes
will be released, during any period when the Notes have an investment grade
rating.
The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the full text of the Indenture, a copy of which is
attached as Exhibit 4.1 to this Current Report on Form 8-K, and is incorporated
by reference herein.

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Use of Proceeds
The net proceeds from the offering were used, together with cash on hand, to
satisfy and discharge the indenture governing the Issuer's $500.0 million
aggregate principal amount of 4.875% Senior Notes due 2024 and €335.0 million
aggregate principal amount of 4.250% Senior Notes due 2024 and to pay related
transaction costs and expenses.
Item 8.01. Other Events.
Concurrent with the issuance of the Notes, the Company entered into
cross-currency swaps that swapped approximately $396.3 million of the aggregate
principal of the Notes into Euro-denominated indebtedness in the amount of
approximately €335.0 million at a fixed interest rate of approximately 2.154%.
The swaps mature on November 25, 2025.
Item 9.01. Financial Statements and Exhibits.
  (d) Exhibits
Exhibit No.               Description

4.1                         Indenture, dated as of November 24, 2020, by and among the Issuer, the
                          guarantors named therein and Wilmington Trust, National Association, as
                          trustee (including the form of Note).
104                       Cover Page Interactive Data File (embedded within the Inline XBRL
                          document)

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