| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 6, 2018,Eastman Chemical Company (the “Company”) issued and sold $300 million aggregate principal amount of 3.500% notes due 2021 (the “2021 Notes”) and $500 million aggregate principal amount of 4.500% notes due 2028 (the “2028 Notes” and, together with the 2021 Notes, the “Notes”), pursuant to the Underwriting Agreement (as defined below) and the Company’s Registration Statement on FormS-3 (RegistrationNo. 333-225564) filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”) on June 11, 2018 (the “Registration Statement”), and the issuer free writing prospectus and prospectus supplement (the “Prospectus Supplement”), filed with the SEC on October 30, 2018 and November 1, 2018, respectively. The Notes were issued under an indenture, dated as of June 5, 2012 (the “Indenture”), by and between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
The Notes are unsecured, unsubordinated general obligations of the Company. Interest on the Notes of each series is payable semi-annually on June 1 and December 1 of each year, beginning on June 1, 2019, to the persons in whose names such Notes are registered in the security register at the close of business on the May 15 or November 15 preceding the relevant interest payment date, except that interest payable at maturity shall be paid to the same persons to whom principal of the Notes is payable.
The Company may redeem the Notes of each series, in whole or in part, in the case of the 2021 Notes, at any time prior to the maturity date, and in the case of the 2028 Notes, at any time prior to September 1, 2028 (three months prior to the maturity date), at a redemption price equal to the greater of (1) 100% of the principal amount of the applicable series of Notes being redeemed or (2) as determined by a Quotation Agent (as defined in the Notes), the sum of the present values of the remaining scheduled payments of principal and interest on the applicable series of Notes being redeemed (not including any portion of such payments of interest accrued as of the date of redemption discounted to the date of redemption) on a semi-annual basis (assuminga 360-day year consisting oftwelve 30-day months) at the Adjusted Treasury Rate (as defined in the Notes) plus 12.5 basis points with respect to the 2021 Notes and 25 basis points with respect to the 2028 Notes; plus, in each case, accrued and unpaid interest to the redemption date. The 2028 Notes are redeemable on or after September 1, 2028 (three months prior to the maturity date) at a redemption price equal to 100% of the principal amount of the 2028 Notes being redeemed plus accrued and unpaid interest to the redemption date.
The Indenture contains covenants that, among other things, restrict the ability of the Company to incur certain secured indebtedness, enter into sale and leaseback transactions and consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries on a consolidated basis. These covenants are subject to a number of important exceptions and qualifications. In addition, upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture) with respect to a series of Notes, the holders of such series of Notes will have the right to cause the Company to repurchase all or a portion of such series of Notes at a price equal to 101% of the principal amount of such series of Notes plus accrued and unpaid interest to, but excluding, the date of repurchase.
The Indenture also contains customary provisions for events of default including for failure to pay principal or interest when due, failure to perform covenants in the Indenture and failure to cure or obtain a waiver of such default upon notice, and certain events of bankruptcy, insolvency or reorganization. Subject to certain exceptions and conditions as set forth in the Indenture, in the case of an event of default, the principal amount of the applicable series of Notes plus accrued and unpaid interest may be accelerated.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture, which is filed as Exhibit 4.1 to the Company’s Current Report on Form8-K dated June 5, 2012, and the Notes, the forms of which are filed as Exhibits 4.2 and 4.3 hereto, each of which is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant. |
The information contained under Item 1.01 above is incorporated herein by reference.
