Avient Corporation (NYSE: AVNT) has priced its previously announced offering of $725 million in aggregate principal amount of senior notes due 2030 in an offering exempt from the registration requirements of the Securities Act of 1933. The notes will bear interest at an annual rate of 7.125% and will be issued at a price of 100% of their principal amount. The closing of the notes offering is expected to occur on August 10, 2022, subject to customary closing conditions.
Avient intends to use the net proceeds from the offering, along with borrowings under a new term loan and cash on hand, to finance its pending acquisition from Koninklijke DSM N.V. of (a) all of the equity of DSM Protective Materials International B.V., DSM Protective Materials B.V., and DSM Protective Materials LLC, and (b) certain other assets related to Royal DSM's protective materials business (including the Dyneema® Brand), as well as pay for expenses related to the Acquisition and the financing.
The closing of the offering is expected to occur prior to, and is not conditioned upon, the consummation of the Acquisition. The notes will be subject to a "special mandatory redemption" if (i) the Acquisition is not consummated on or prior to April 19, 2023 or (ii) prior to April 19, 2023, the purchase agreement is terminated, other than in connection with the consummation of the Acquisition, and is not otherwise amended or replaced. If a special mandatory redemption event occurs, Avient will be required to redeem the notes at the "special mandatory redemption price" equal to 100% of the aggregate principal amount thereof together with accrued and unpaid interest, if any, on the notes from the date of initial issuance or the last date on which interest has been paid up to, but not including, the special mandatory redemption date.
The notes will be offered only to persons believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S of the Securities Act. The notes will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.