Platform Specialty Products (PAH) Enters Settlement and Release Agreement with Permira Advisers
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Platform Specialty Products (NYSE: PAH) disclosed the following in a U.S. SEC filing on Monday:
Item 1.01. Entry into a Material Definitive Agreement.
On September 9, 2016, Platform Specialty Products Corporation and its subsidiary MacDermid Agricultural Solutions, Inc., (collectively, “Platform”), entered into a Settlement Agreement and Release (the “Agreement”) with Permira Advisers LLC, Nalozo S.à.r.l., and Nalozo L.P., (the “Permira Entities”), which provides for an alternative settlement mechanism for certain obligations under a Share Purchase Agreement dated October 20, 2014, as amended from time to time (the “SPA”), entered into by the parties in connection with the acquisition by Platform of Arysta LifeScience Limited (“Arysta”) from Nalozo S.à.r.l.
Under the SPA, $600 million of the $3.51 billion purchase price paid by Platform to Nalozo S.à.r.l. was paid in 600,000 redeemable shares of Series B Convertible Preferred Stock (the “Preferred Stock”) with a liquidation preference equal to $1,000 a share. Under the SPA and the Certificate of Designation, each share of the Preferred Stock may be converted into common stock and if the value of the common stock issued is less than $600 million, Platform would have to pay the difference to Nalozo S.à.r.l. (the “Make Whole Payment”). The conversion value of the Preferred Stock is presently less than $600 million.
The Agreement provides that Platform may, from October 20, 2016 until the close of business on December 15, 2016, settle all of its obligations with respect to the Make Whole Payment and the Preferred Stock in exchange for a cash payment of $460 million. Nalozo S.à.r.l. will also convert, in accordance with the terms of the Certificate of Designation, the number of shares of Preferred Stock that upon conversion result in the issuance of 5.5 million shares of Platform's common stock. Under the Agreement, the parties also released each other from claims related to the SPA.
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