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): June 29, 2017
PolyOne Corporation
(Exact Name of Registrant as Specified in Its Charter)
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| Ohio | | 1-16091 | | 34-1730488 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
PolyOne Center
33587 Walker Road
Avon Lake, Ohio 44012
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (440) 930-1000
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:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On June 29, 2017, PolyOne Corporation (the “Company”), PolyOne Designed Structures and Solutions LLC and Arsenal Capital Partners (the “Purchaser”) entered into a purchase and sale agreement (the “Agreement”). Pursuant to the terms of the Agreement, the Purchaser has agreed to acquire the Company’s Designed Structures and Solutions business (the “DSS Business”) for $115.0 million, subject to a working capital adjustment. The closing of the transaction is expected to occur early in the third quarter, subject to customary regulatory approvals and the satisfaction or waiver of customary closing conditions.
Item 2.06. Material Impairments.
As a result of the Company’s entry into the Agreement, under United States generally accepted accounting principles, the DSS Business will be classified as “held for sale.” Accordingly, the Company will be required to record the assets related to the DSS Business at fair value, less an amount of estimated sale costs. The Company currently estimates that recording the assets related to the DSS Business at fair value will result in a charge of approximately $220.0 million.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| PolyOne Corporation |
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| By: | | /s/ Lisa K. Kunkle |
| | Lisa K. Kunkle |
| | Senior Vice President, General Counsel and Secretary |
Date: June 29, 2017
