Item 1.01 Entry into a Material Definitive Agreement.



On August 18, 2020, Element Solutions Inc (the "Company") completed a private
offering of $800 million aggregate principal amount (the "Offering") of 3.875%
senior notes due 2028 (the "2028 Notes").

The 2028 Notes have not been and will not be registered under the Securities Act
of 1933, as amended (the "Securities Act"), or the securities laws of any other
jurisdiction, and unless so registered, these securities may not be offered or
sold in the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
and applicable state securities laws. The 2028 Notes were issued by the Company
to Credit Suisse Securities (USA) LLC and the other Initial Purchasers listed in
the purchase agreement (collectively, the "Initial Purchasers"), dated August 4,
2020, by and among the Company, the guarantors named therein (the "Guarantors")
and the Initial Purchasers (the "Purchase Agreement"), in a private offering
pursuant to Section 4(a)(2) of the Securities Act. The 2028 Notes were
thereafter resold by the Initial Purchasers in the United States to persons
reasonably believed to be qualified institutional buyers in accordance with Rule
144A under the Securities Act and to non-U.S. persons in compliance with
Regulation S under the Securities Act only. The Company relied on these
exemptions from registration based in part on representations made by the
Initial Purchasers in the Purchase Agreement.

The 2028 Notes are governed by an indenture, dated August 18, 2020 (the
"Indenture"), by and among the Company, the Guarantors and Computershare Trust
Company, N.A., as trustee, paying agent and registrar for the 2028 Notes (the
"Trustee").

The 2028 Notes will mature on September 1, 2028, unless earlier redeemed, and
bear interest at a rate of 3.875% per year until maturity. Interest will be
payable in cash, semi-annually in arrears, on March 1 and September 1 of each
year, beginning on March 1, 2021. The Company will make each interest payment to
the holders of record to be determined on the immediately preceding February15
and August 15.

The 2028 Notes and the guarantees, respectively, will be the Company's and the
Guarantors' senior unsecured obligations and will be (i) effectively
subordinated to any of the Company's and the Guarantors' existing and future
secured indebtedness, including existing and future secured indebtedness under
the Company's Credit Agreement, dated January 31, 2019, as amended and
supplemented from time to time, to the extent of the value of the collateral
securing such secured indebtedness, (ii) pari passu in right of payment with all
of the Company's and the Guarantors' existing and future senior unsecured
indebtedness; (iii) senior in right of payment to all of the Company's and the
Guarantors' existing and future subordinated indebtedness; and (iv) structurally
subordinated to all of the existing and future liabilities, including trade
payables, of each of the Company's non-guarantor subsidiaries.

The Company will have the option to redeem all or a portion of the 2028 Notes at
any time on or after September 1, 2023 at the redemption prices set forth in the
Indenture. In addition, the Company may, before September 1, 2023, redeem up to
35% of the aggregate principal amount of the 2028 Notes with the net proceeds of
certain equity offerings at the redemption price set forth in the Indenture,
subject to certain conditions. Further, the Company may redeem all or a portion
of the 2028 Notes at any time prior to September 1, 2023 at a price equal to
100% of the principal amount, plus a "make-whole" premium plus accrued and
unpaid interest, if any, to, but excluding, the date of redemption.

The Indenture also provides that the Company and the Company's restricted
subsidiaries may enter into certain limited sale transactions of equity and/or
assets (each such transaction, an "Asset Sale"). In the event an Asset Sale
occurs while any 2028 Notes remain outstanding, the Company and the Company's
restricted subsidiaries are permitted to apply the net proceeds received from
such Asset Sale to certain permitted uses as described in the Indenture. In the
event any proceeds of the Asset Sale are not used for a permitted use, and such
proceeds exceed $100 million, the Company is required within certain periods
following the Asset Sale to make an offer to all holders of the 2028 Notes then
outstanding (and to certain holders of any pari passu indebtedness) to purchase
the maximum aggregate principal amount of the 2028 Notes (and any such pari
passu indebtedness) that may be purchased out of such proceeds at an offer price
equal to 100% of the principal amount of the 2028 Notes, plus accrued and unpaid
interest, if any, to the date fixed for the closing of such offer.

If a change of control of the Company occurs, unless the Company has previously
or concurrently mailed a redemption notice with respect to all the outstanding
2028 Notes, the Company will make an offer to purchase all of the 2028 Notes at
a price in cash equal to 101% of the aggregate principal amount, plus accrued
and unpaid interest, if any, to the date of the purchase, subject to the rights
of holders of the 2028 Notes of record on the relevant record date to receive
interest due on the relevant interest payment date.

The Indenture contains covenants that limit the Company's ability (and the Company's restricted subsidiaries' ability) to, among other things: (i) incur additional indebtedness; (ii) pay dividends and make other distribution or repurchase or redeem

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capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) make loans
and investments; (v) sell, transfer and otherwise dispose of assets; (vi) incur
or permit to exist certain liens; (vii) enter into transactions with affiliates;
(viii) enter into agreements restricting subsidiaries' ability to pay dividends;
and (ix) consolidate, amalgamate, merge or sell all or substantially all assets.

The Indenture provides for customary events of default, which include (subject in certain instances to customary grace and cure periods), among other things:



•failure to pay any principal when due under the 2028 Notes;
•failure to pay for 30 days or more any interest when due under the 2028 Notes;
•failure to observe or perform certain covenants or agreements under the 2028
Notes;
•a default in or failure to pay certain other indebtedness;
•failure to pay final judgments for certain amounts of money; and
•certain bankruptcy events.

If any event of default (other than an event of default involving certain
bankruptcy events) occurs and is continuing under the Indenture, the Trustee or
the holders of not less than 25% of the aggregate principal amount of all then
outstanding 2028 Notes may, subject to certain conditions, declare the
principal, premium, if any, interest and any other monetary obligations on all
the then outstanding 2028 Notes to be due and payable immediately. If an event
of default involving certain bankruptcy events occurs, all outstanding 2028
Notes will be due and payable immediately without any action on the part of the
Trustee or any holder of 2028 Notes.

The Company intends to use the net proceeds from the Offering, together with
cash on hand, to pay the consideration for the previously-announced redemption
of the full $800 million aggregate amount of its 5.875% senior notes due 2025
(the "Existing Notes"), plus accrued and unpaid interest on the Existing Notes,
if any, along with fees and expenses incurred in connection with the Offering
and the redemption of the Existing Notes. The Redemption is expected to occur on
September 4, 2020.

A copy of the Indenture and the form of the Note are filed with this Current
Report on Form 8-K as Exhibits 4.1 and 4.2, and are incorporated by reference
herein. The foregoing summary description of the Indenture, the form of the Note
and the transactions contemplated thereby is not intended to be complete, and is
qualified in its entirety by the complete text of the Indenture and the form of
the Note.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated in this Item 2.03 by reference. Item 7.01 Regulation FD Disclosure.

On August 18, 2020, the Company issued a press release announcing the closing of the Offering, a copy of which is furnished herewith as Exhibit 99.1, and is incorporated herein by reference.



The information contained in this Item 7.01, and Exhibit 99.1 attached hereto,
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section. Such information shall not be incorporated by reference into any
filing of the Company, 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 9.01. Financial Statements and Exhibits.

(d) Exhibits.
The following exhibits are filed or furnished herewith:

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Exhibit Number              Description
4.1                           Indenture, dated as of August 18, 2020  , by and among the Company, the
                            Guarantors and Computershare Trust Company, N.A.
4.2                           Form of 3.875% senior note due 2028  

(included as Exhibit A to Exhibit


                            4.1. hereto)
99.1                          Press release, dated August 18, 2020  , 

announcing the closing of the


                            Offering (furnished only)
104                         Cover Page Interactive Data File (the cover 

page XBRL tags are formatted as


                            Inline XBRL)(furnished only)



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