Form: 8-K

Current report filing

September 13, 2016

 

 

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): September 13, 2016

 

 

AXALTA COATING SYSTEMS LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda   001-36733   98-1073028

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Two Commerce Square, 2001 Market Street, Suite 3600, Philadelphia, Pennsylvania 19103

(Address of principal executive offices) (Zip Code)

(855) 547-1461

Registrant’s telephone number, including area code

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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 

 

 


Item 8.01 Other Events.

On September 13, 2016, Axalta Coating Systems Ltd. (the “Company”) announced that its indirect, wholly owned subsidiary, Axalta Coating Systems Dutch Holding B B.V. (the “Issuer”), is commencing an offering of €450.0 million in aggregate principal amount of euro-denominated senior unsecured notes (the “Notes”), subject to market conditions. The Notes will be fully and unconditionally guaranteed by each of the Issuer’s existing and future restricted subsidiaries that is a borrower under or that guarantees the Issuer’s senior secured credit facility, subject to certain exceptions, but will not be guaranteed by the Company. The Issuer expects to use the net proceeds of this offering to redeem the €250.0 million outstanding aggregate principal amount of the 5.750% senior secured notes due 2021 (the “2021 Notes”) of the Issuer and Axalta Coating Systems U.S. Holdings, Inc., an indirect, wholly owned subsidiary of the Company (together, the “Existing Notes Issuers”), to prepay a portion of the outstanding principal borrowings under its euro-denominated term loan credit facility and to pay related transaction costs and expenses.

In addition, the Existing Notes Issuers gave notice that they have elected to redeem, subject to the satisfaction of specific conditions precedent, on October 13, 2016 (the “Redemption Date”), €250.0 million in aggregate principal amount of the 2021 Notes, which represents all of the outstanding 2021 Notes. The redemption price with respect to any redeemed 2021 Notes will be equal to 104.313% of the principal amount of such 2021 Notes, plus accrued but unpaid interest thereon to but not including the Redemption Date. The redemption is subject to the satisfaction of specified conditions precedent, including, without limitation, consummation (as and when determined by the Existing Notes Issuers in their sole and absolute discretion), on or prior to the Redemption Date, of the issuance by the Issuer of the Notes in an amount sufficient to pay, among other things, the redemption price. The Existing Notes Issuers will be entitled to delay, and may delay, the redemption of the 2021 Notes until such time as such conditions precedent are satisfied. Such redemption will not occur in the event that the conditions precedent have not been so satisfied by November 12, 2016.

A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description does not purport to be complete and is qualified in its entirety by reference to such Exhibit.

This Current Report is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. When issued, the Notes the Issuer intends to offer will not have been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number:

  

Description

99.1    Axalta Coating Systems Ltd. press release, dated September 13, 2016.


SIGNATURES

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.

 

    AXALTA COATING SYSTEMS LTD.
Date: September 13, 2016     By:  

/s/ Robert W. Bryant

      Robert W. Bryant
      Executive Vice President & Chief Financial Officer


EXHIBIT INDEX

 

Exhibit
Number:

  

Description

99.1    Axalta Coating Systems Ltd. press release, dated September 13, 2016.