MIAMI, Jan. 29, 2015 (GLOBE NEWSWIRE) -- Platform Specialty Products Corporation (NYSE:PAH) ("Platform") announced today that PSPC Escrow Corp., a wholly-owned subsidiary of Platform (the "Escrow Issuer"), intends to offer an additional $100 million principal amount of its 6.500% senior notes due 2022 denominated in U.S. dollars (the "Notes") in a private offering, subject to market and other customary conditions. The Notes will have the same terms as, and be fungible and form a single series with, the previously-announced $1.00 billion principal amount of 6.500% senior notes due 2022 denominated in U.S. dollars, which the Escrow Issuer is expected to issue on February 2, 2015, subject to customary closing conditions. The Notes are being offered solely to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in accordance with Regulation S under the Securities Act.
If the offering closes prior to the consummation of Platform's previously-announced proposed acquisition of Arysta LifeScience Limited (the "Arysta Acquisition"), the net proceeds from the offering (plus an additional amount from Platform necessary to provide for the special mandatory redemption price of the Notes) will be deposited into an escrow account until the date on which certain escrow conditions are satisfied, including the closing of the Arysta Acquisition. The Arysta Acquisition is expected to be consummated during the first quarter of 2015.
Platform intends to use the net proceeds from the offering of the Notes to finance a portion of the acquisition consideration and related fees and expenses of the Arysta Acquisition, with any remaining net proceeds to be used for general corporate purposes. However, if the closing of the Arysta Acquisition does not occur on or before August 17, 2015, the indenture governing the Notes will require that such amounts deposited in the escrow account be used to redeem all of the Notes then outstanding at the special mandatory redemption price. Upon consummation of the Arysta Acquisition, Platform will assume the obligations of the Escrow Issuer under the Notes and the related indenture governing the Notes and certain of Platform's existing domestic subsidiaries will guarantee the Notes.
If the closing of the Arysta Acquisition has occurred at or prior to the time of the consummation of the offering of the Notes, Platform will issue the Notes directly and forego the escrow procedures described above and the Notes will not include special mandatory redemption provisions.
No assurance can be given that the offering will be completed, or, if completed, as to the terms on which it is completed. The Notes and related guarantees have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
This press release does not constitute an offer to sell, or a solicitation of an offer to purchase, any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer or solicitation would be unlawful.
Forward-looking Statements
This press release contains forward-looking statements, including, but not limited to, statements regarding the completion and timing of the offering of the Notes, the satisfaction of the escrow conditions, Platform's planned use of any proceeds from the offering of the Notes and its ability to close the Arysta Acquisition or redeem all of the Notes pursuant to the indenture governing the Notes. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, market and other general economic conditions, Platform's and the initial purchasers' ability to satisfy the conditions required to close the offering, Platform's perception of future availability of equity or debt financing needed to fund its growing business and the risk factors set forth in the periodic reports and other documents filed by Platform with the Securities and Exchange Commission, including Platform's annual report on Form 10-K for the fiscal year ended December 31, 2013 and quarterly reports on Form 10-Q for the fiscal quarters ended June 30, 2014 and September 30, 2014. These forward-looking statements are made as of the date of this press release and Platform assumes no obligation to update such forward-looking statements or to update the reasons why actual results could differ from those projected in such forward-looking statements.