Registration Statement No. 333-199817


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Table of Contents

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-199817
 

PROSPECTUS

25,465,024 Shares

 



Platform Specialty Products Corporation

Common Stock

 

 

This prospectus relates to the resale of up to 25,465,024 shares of our common stock, which may be offered for sale from time to time by the selling stockholders named in this prospectus. The shares of our common stock covered by this prospectus (the “Shares”) were issued by us to the selling stockholders in a private placement (the “October/November Private Placement”) which we completed on October 8, 2014 and November 6, 2014, respectively, as more fully described in this prospectus.

The selling stockholders may from time to time sell, transfer or otherwise dispose of any or all of their Shares in a number of different ways and at varying prices. See “Plan of Distribution” beginning on page 170 of this prospectus for more information.

Our shares of common stock are listed on the New York Stock Exchange (the “NYSE”) under the ticker symbol “PAH.” The closing sale price on the NYSE for our shares of common stock on November 11, 2014 was $25.01 per share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and have elected to take advantage of certain reduced public company reporting requirements.

Investing in our common stock involves risks. You should carefully consider the risks that we have described in “Risk Factors” beginning on page 19 of this prospectus, and under similar headings in any amendments or supplements to this prospectus, before investing in the Shares.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we nor the selling stockholders have authorized anyone to provide you with different information. The selling stockholders are not making an offer of their Shares in any state where such offer is not permitted.

 

 

The date of this prospectus is November 12, 2014.
Table of Contents

TABLE OF CONTENTS

 

 

 

 

 

 

 

  

Page

 

About This Prospectus

  

 

i

  

Prospectus Summary

  

 

1

  

Risk Factors

  

 

19

  

Information Regarding Forward-Looking Statements

  

 

50

  

The Proposed Arysta Acquisition

  

 

52

  

Use of Proceeds

  

 

55

  

Market for our Common Stock

  

 

56

  

Dividend Policy

  

 

57

  

Selected Financial Data

  

 

58

  

Unaudited Pro Forma Financial Information

  

 

60

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

 

74

  

CAS Management’s Discussion of Operations and Cash Flows

  

 

101

  

Arysta Management’s Discussion of Operations and Cash Flows

  

 

108

  

Quantitative and Qualitative Disclosures about Market Risk

  

 

117

  

Our Business

  

 

118

  

Description of Indebtedness

  

 

133

  

Management

  

 

136

  

Certain Relationships and Related Party Transactions

  

 

159

  

Beneficial Ownership

  

 

164

  

Selling Stockholders

  

 

166

  

Plan of Distribution

  

 

170

  

Description of Capital Stock

  

 

172

  

Legal Matters

  

 

177

  

Experts

  

 

177

  

Where You Can Find More Information

  

 

177

  

Index to Consolidated Financial Statements

  

 

F-1

  


Table of Contents

ABOUT THIS PROSPECTUS

No person has been authorized to give any information or make any representation concerning us, the selling stockholders or the Shares to be registered hereunder (other than as contained in this prospectus) and, if any such other information or representation is given or made, you should not rely on it as having been authorized by us or the selling stockholders. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus or as otherwise set forth in this prospectus.

The selling stockholders are offering the Shares only in jurisdictions where such issuances are permitted. The distribution of this prospectus and the sale of the Shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the distribution of this prospectus and the sale of the Shares outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the Shares by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

Terms Used in This Prospectus

As used in this prospectus, unless the context otherwise requires, all references to “we,” “us,” “our,” the “Company” and “Platform” refer to Platform Specialty Products Corporation, a Delaware corporation, and its subsidiaries, collectively, for all periods subsequent to April 23, 2013 (inception). All references in this prospectus to our “Predecessor” refer to MacDermid, Incorporated, a Connecticut corporation (“MacDermid”) and its subsidiaries for all periods prior to our acquisition of MacDermid on October 31, 2013 (the “MacDermid Acquisition”). As used in this prospectus, “Successor 2014 Three-Month Period” refers to the period from April 1, 2014 to June 30, 2014, “Predecessor 2013 Three-Month Period” refers to the period from April 1, 2013 to June 30, 2013, “Successor 2014 Six-Month Period” refers to the period from January 1, 2014 to June 30, 2014, “Predecessor 2013 Six-Month Period” refers to the period from January 1, 2013 to June 30, 2013, “Successor 2013 Period” refers to the period from April 23, 2013 (inception) through December 31, 2013 and “Predecessor 2013 Period” refers to the ten month period from January 1, 2013 through October 31, 2013. “Predecessor 2012 Period” and “Predecessor 2011 Period” correspond to MacDermid’s fiscal years ended December 31, 2012 and 2011, respectively.

All references in this prospectus to “Agriphar” refer to Percival S.A. and its agrochemical business, Agriphar. On October 1, 2014, we completed the acquisition of Percival S.A., including Percival S.A.’s agrochemical business, Agriphar (the “Agriphar Acquisition”). See “Summary—Recent Developments—Agriphar Acquisition” and “Our Business—AgroSolutions.”

All references in this prospectus to “Chemtura AgroSolutions” or “CAS” refer to the Chemtura AgroSolutions business of Chemtura Corporation, a Delaware corporation (“Chemtura”). On November 3, 2014, we completed the acquisition of CAS (the “CAS Acquisition”). See “Summary—Recent Developments—CAS Acquisition,” “CAS Management’s Discussion of Operations and Cash Flows” and “Our Business—AgroSolutions.”

All references in this prospectus to “Arysta LifeScience” or “Arysta” refer to Arysta LifeScience Limited. All references in this prospectus to “Arysta Corporation” refer to Arysta’s wholly-owned Japanese subsidiary. On October 20, 2014, we entered into a share purchase agreement to acquire Arysta (the “Arysta Acquisition” and together with the Agriphar Acquisition and the CAS Acquisition, the “Acquisitions”). The proposed Arysta Acquisition is expected to close in the first quarter of 2015, subject to closing conditions customary for a transaction of this type. A description of Arysta’s business is included in this prospectus. See “Summary—Recent Developments—Proposed Arysta Acquisition,” “Arysta Management’s Discussion of Operations and Cash Flows” and “Our Business—AgroSolutions.”

References to our “common stock” refer to the common stock of Platform, par value $0.01 per share.

 

i
Table of Contents

Trademarks and Trade Names

This prospectus contains some of our trademarks and trade names. All other trademarks or trade names of any other company appearing in this prospectus belong to their respective owners. Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the Industry and Market Data

We obtained the industry, market and competitive position data described or referred to throughout this prospectus from our own internal estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. While we believe our internal estimates and research are reliable and the market definitions are appropriate, such estimates, research and definitions have not been verified by any independent source. We caution you not to place undue reliance on this data.

Non-GAAP Financial Measures

The United States Securities and Exchange Commission (the “SEC”) has adopted rules to regulate the use of “non-GAAP financial measures” that are derived on the basis of methodologies other than in accordance with U.S. generally accepted accounting principles (“GAAP”). In this prospectus we present Adjusted EBITDA, which is a non-GAAP financial measure. Our management believes this non-GAAP financial measure provides useful information about our operating performance by excluding certain items and including other items that we believe are not representative of our core business. We also believe that this financial measure will provide investors with a useful tool for assessing the comparability between periods of our ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures. We use certain of these financial measures for business planning purposes and in measuring our performance relative to that of our competitors. However, these measures should not be considered as alternatives to net sales or cash flows from operating activities as indicators of operating performance or liquidity. For additional information on why we present non-GAAP financial measures, the limitations associated with using non-GAAP financial measures and reconciliations of our non-GAAP financial measures to the most comparable applicable GAAP measure, see “Summary Financial Data.”

Other than the International Financial Reporting Standards (“IFRS”) consolidated financial statements of Arysta included in this prospectus, for periods up to and including the year ended December 31, 2012, Arysta only prepared unconsolidated financial statements in accordance with Irish generally accepted accounting principles (“Irish GAAP”), and Arysta Corporation only prepared consolidated financial statements in accordance with Japanese generally accepted accounting principles (“JGAAP”). Arysta prepared consolidated financial statements under JGAAP for the year ended December 31, 2013. A reconciliation from JGAAP to IFRS is presented in Note 25 to Arysta’s audited consolidated financial statements included in this prospectus.
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