AKRON, Ohio, April 28, 2015 /PRNewswire/ -- A. Schulman, Inc. (Nasdaq: SHLM), an international supplier of high-performance plastic compounds, powders and resins, today announced that it had priced a registered public offering of $110 million aggregate liquidation preference of 6.00% Cumulative Perpetual Convertible Special Stock. Each share of Cumulative Perpetual Convertible Special Stock has a liquidation preference of $1,000 and is initially convertible at approximately 25% above the closing price of the Company's common stock on the NASDAQ Global Select Market on April 28, 2015, or approximately $52.33 per share of the Company's common stock. The Company granted the underwriters for the offering a 30-day option to purchase up to $15 million in additional shares.
Dividends on each share of Cumulative Perpetual Convertible Special Stock will be payable quarterly in arrears on February 1, May 1, August 1 and November 1 of each year, beginning on August 1, 2015. The Cumulative Perpetual Special Stock may not be redeemed by the Company; however, the Company may, at any time on or after May 1, 2020, give notice of its election to cause all outstanding shares of Cumulative Perpetual Convertible Special Stock to be automatically converted, subject to certain conditions.
The offering is expected to close on or about May 4, 2015, subject to customary closing conditions. The Company intends to use the net proceeds from the 6.00% Cumulative Perpetual Convertible Special Stock offering to fund a portion of the cash consideration to be paid in its proposed acquisition (the "Acquisition") of HGGC Citadel Plastics Holdings, Inc. ("Citadel") and to pay transaction-related fees and expenses. In the event the Company does not consummate the Acquisition, it intends to use the net proceeds from the 6.00% Cumulative Perpetual Convertible Special Stock offering for general corporate purposes, including, without limitation, the repayment of indebtedness.
J.P. Morgan Securities LLC and BofA Merrill Lynch are serving as joint book-running managers for the offering. Commerz Markets LLC, BBVA Securities Inc., Citigroup Global Markets Inc. and RBS Securities Inc. are serving as co-managers for the offering.
The offering may be made only by means of a prospectus supplement and the accompanying prospectus. A copy of the final prospectus supplement and accompanying prospectus relating to this offering may be obtained, when available, from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Equity Syndicate Desk, telephone: (866) 803-9204 or BofA Merrill Lynch at 222 Broadway, New York, NY 10038, Attn: Prospectus Department, or by emailing [email protected].
This release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale is not permitted. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective.
About A. Schulman, Inc.
A. Schulman, Inc. is an international supplier of high-performance plastic compounds and resins headquartered in Akron, Ohio. Since 1928, the Company has been providing innovative solutions to meet its customers' demanding requirements. The Company's customers span a wide range of markets such as packaging, mobility, building & construction, electronics & electrical, agriculture, personal care & hygiene, sports, leisure & home, custom services and others. The Company employs approximately 3,900 people and has 42 manufacturing facilities globally. A. Schulman reported net sales of approximately $2.5 billion for the fiscal year ended August 31, 2014.
A number of the matters discussed in this release that are not historical or current facts deal with potential future circumstances and developments and may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historic or current facts and relate to future events and expectations. Forward-looking statements contain such words as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Forward-looking statements are based on management's current expectations and include known and unknown risks, uncertainties and other factors, many of which management is unable to predict or control, that may cause actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation, and specifically decline any obligation, other than that imposed by law, to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Risk factors and uncertainties that may cause actual results to differ materially from expected results include, among others: our ability to successfully integrate Citadel into our operations; our ability to achieve fully the strategic and financial objectives related to the Acquisition; and unexpected costs or liabilities that may arise from the Acquisition or our ownership or operation of Citadel.
Additional risk factors and uncertainties that may cause actual results to differ materially from expected results include, among others:
- worldwide and regional economic, business and political conditions, including continuing economic uncertainties in some or all of the Company's major product markets or countries where the Company has operations;
- the effectiveness of the Company's efforts to improve operating margins through sales growth, price increases, productivity gains, and improved purchasing techniques;
- competitive factors, including intense price competition;
- fluctuations in the value of currencies in areas where the Company operates;
- volatility of prices and availability of the supply of energy and raw materials that are critical to the manufacture of the Company's products, particularly plastic resins derived from oil and natural gas;
- changes in customer demand and requirements;
- effectiveness of the Company to achieve the level of cost savings, productivity improvements, growth and other benefits anticipated from acquisitions and the integration thereof, joint ventures and restructuring initiatives;
- escalation in the cost of providing employee health care;
- uncertainties regarding the resolution of pending and future litigation and other claims;
- the performance of the global automotive market as well as other markets served;
- further adverse changes in economic or industry conditions, including global supply and demand conditions and prices for products;
- operating problems with our information systems as a result of system security failures such as viruses, cyber-attacks or other causes;
- our ability to consummate the Acquisition and the timing of the closing of the Acquisition for any reason, whether or not the fault of the Company;
- the failure to obtain the necessary financing, including the debt we expect to incur, in connection with the Acquisition for any reason, whether or not the fault of the Company;
- the impact of any indebtedness incurred to finance the Acquisition;
- integration of the business of Citadel with our existing business, including the risk that the integration will be more costly or more time consuming and complex or simply less effective than anticipated;
- our ability to achieve the anticipated synergies, cost savings and other benefits from the Acquisition;
- transaction and acquisition-related costs incurred in connection with the Acquisition and related transactions; and
- substantial time devoted by management to the integration of Citadel after the closing of the Acquisition.
The risks and uncertainties identified above are not the only risks the Company faces. Additional risk factors that could affect the Company's performance are set forth in the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2014, as amended and superseded in part by the Company's Current Report on Form 8-K filed on April 27, 2015. In addition, risks and uncertainties not presently known to the Company or that it believes to be immaterial also may adversely affect the Company. Should any known or unknown risks or uncertainties develop into actual events, or underlying assumptions prove inaccurate, these developments could have material adverse effects on the Company's business, financial condition and results of operations.
SOURCE A. Schulman, Inc.