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): December 23, 2009
Chemtura
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction
of
incorporation)
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1-15339
(Commission
file number)
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52-2183153
(IRS
employer identification
number)
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199
Benson Road, Middlebury, Connecticut
(Address
of principal executive offices)
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06749
(Zip
Code)
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(203)
573-2000
(Registrant's
telephone number, including area code)
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):
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))
Item 1.01. Entry Into a
Material Definitive Agreement.
As previously disclosed, on March 18,
2009, Chemtura Corporation and 26 U.S. affiliates filed voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy
Code”) in the United States Bankruptcy Court for the Southern District of New
York (the “Bankruptcy Court”).
On December 23, 2009, Chemtura
Corporation entered into a Share and Asset Purchase Agreement (“SAPA”) with SK
Atlas, LLC, a Delaware limited liability company and SK Capital Partners II, LP,
a Delaware limited liability company (collectively “SK”). As provided
in the SAPA, Chemtura Corporation or its affiliates (collectively “Chemtura” or
the “Company”) have agreed, subject to Bankruptcy Court approval as described
below, to sell (i) the ownership interest in Chemtura Vinyl Additives GmbH
(“Chemtura Vinyl”) and (ii) certain assets used in the manufacture and
distribution of tin and mixed metal stabilizers, organic based stabilizers,
epoxidized soybean oil, liquid phosphate esters, chemical foaming agents and
impact modifiers, and related intermediates of each of the foregoing, as engaged
in by the Company at its Taft, Louisiana facility and by Chemtura Vinyl
(collectively the “PVC Additives Business”), to SK for cash consideration of
$2.1 million and the assumption of certain liabilities. As provided
in the SAPA, SK has agreed to assume, among other things, certain pension
obligations and environmental liabilities. The purchase price is
subject to a post-closing net working capital adjustment. The sale of
the PVC Additives Business to SK Capital is subject to usual and customary
closing conditions as well as certain other closing conditions and the consent
by Chemtura’s debtor-in-possession financing lenders.
On December 23, 2009, the Company filed
a motion with the Bankruptcy Court (the “Sale Motion”), pursuant to Section 363
of the Bankruptcy Code, seeking, among other things, approval of an auction
process (the “Auction”) that will govern the sale of the PVC Additives Business
to SK or another bidder with the highest or otherwise best offer. The
relief sought in the Sale Motion with respect to the Auction is scheduled to be
heard on January 14, 2010.
On December 23, 2009, the Company
issued a press release announcing the sale of the PVC Additives Business to SK
Capital. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
The foregoing description of the SAPA
does not purport to be complete and is qualified in its entirety by reference to
the SAPA which is filed as Exhibit 2.1 and incorporated into this report by
reference. The SAPA has been included to provide investors with
information regarding its terms. Except for its status as a
contractual document that establish and govern the legal relations among the
parties thereto with respect to the transaction described in this Form 8-K, the
SAPA is not intended to be a source of factual, business or operational
information about the parties.
The representations, warranties,
covenants and agreements made by the parties in the SAPA are made as of specific
dates and are qualified and limited, including information in the disclosure
schedules that were provided in connection with the execution of the
SAPA. In addition, certain of the representations and warranties are
subject to a contractual standard of materiality that may be different from what
may be viewed as material to investors. Representations and
warranties may be used as a tool to allocate risks between the respective
parties including where the parties do not have complete knowledge of all the
facts. Investors are not third-party beneficiaries under the SAPA and
should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or
condition of the parties or any of their affiliates.
Item
9.01 Financial Statements and Exhibits
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Exhibit
Number
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Exhibit
Description
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2.1
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Share
and Asset Purchase Agreement, dated December 23, 2009, among Chemtura
Corporation, SK Atlas, LLC and SK Capital Partners II,
LP
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99.1
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Press
Release issued by Chemtura, dated December 23,
2009
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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.
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Chemtura
Corporation
(Registrant)
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By:
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/s/ Billie
S. Flaherty |
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Name:
Billie S. Flaherty |
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Title:
SVP, General Counsel & Secretary |
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Exhibit
Number
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Exhibit
Description
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2.1
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Share
and Asset Purchase Agreement, dated December 23, 2009, among Chemtura
Corporation, SK Atlas, LLC and SK Capital Partners II,
LP
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99.1
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Press
Release issued by Chemtura, dated December 23,
2009
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