Registration Statement No. 333-196235


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Recent Developments

 

Proposed Chemtura AgroSolutions Acquisition

 

On April 16, 2014, we entered into a stock and asset purchase agreement to acquire the Chemtura AgroSolutions business (“CAS”), a leading and fast-growing global provider of agrochemicals and seed treatment products, from Chemtura Corporation, a Delaware corporation (“Chemtura”) for approximately $1.00 billion, consisting of $950 million in cash, subject to working capital and other adjustments, plus two million shares of common stock.  There can be no assurance that the proposed acquisition of CAS (the “CAS Acquisition”) will close, or be completed in the time frame, on the terms or in the manner currently anticipated, as a result of a number of factors, including, among other things, the failure of one or more of the conditions to closing.

 

Private Placement

 

On May 20, 2014, we completed a private placement to certain qualified institutional buyers and a limited number of institutional accredited investors (the “Private Placement”).  In connection with the Private Placement, we sold an aggregate of 15,800,000 shares of our common stock at a purchase price of $19.00 per share, raising net proceeds of approximately $287 million, after deducting placement agents’ commissions and fees and offering and transaction expenses of the placement agents and us.  In connection with the closing of the Private Placement, we entered into a registration rights agreement that requires us to file a resale registration statement, of which this prospectus forms a part, for the shares of our common stock sold in the Private Placement held by any purchaser which elected to have its shares registered.

 

Corporate Information

 

Our principal executive offices are located at 5200 Blue Lagoon Drive, Suite 855, Miami, FL 33126 and our telephone number is (203) 575-5850.

 

 

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THE OFFERING

 

Issuer

Platform Specialty Products Corporation

 

 

Shares Offered for resale by Selling Stockholders

14,825,000 shares of common stock issued to the selling stockholders in the Private Placement

 

 

Common Stock outstanding prior to this offering

137,291,080 shares as of June 1, 2014

 

 

Use of Proceeds

The selling stockholders will receive all of the proceeds from the sale of any Shares sold by them pursuant to this prospectus.  We will not receive any proceeds from these sales.  See “Use of Proceeds” in this prospectus.

 

 

Market for our Common Stock

Our shares of common stock are currently listed on the NYSE.

 

 

NYSE Ticker Symbol

PAH

 

 

Risk Factors

An investment in our common stock is subject to substantial risks.  Please refer to the information contained under the caption “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before investing in our common stock.

 

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SUMMARY FINANCIAL DATA

 

The following table presents summary consolidated historical financial data for us and our Predecessor as of the dates and for each of the periods indicated .   The summary consolidated historical data for the Successor 2013 Period and as of December 31, 2013 has been derived from our audited consolidated financial statements included in this prospectus .   The summary consolidated historical data for our Predecessor for each of the Predecessor 2013 Period, the Predecessor 2012 Period and the Predecessor 2011 Period, and as of December 31, 2012 and December 31, 2011, respectively, have been derived from the audited consolidated financial statements of our Predecessor included in this prospectus .   The summary consolidated historical data for the Successor 2014 Quarterly Period and as of March 31, 2014, and for our Predecessor for the Predecessor 2013 Quarterly Period and as of March 31, 2013, has been derived from our unaudited condensed consolidated interim financial statements included in this prospectus .   The summary consolidated historical financial data for the Successor 2014 Quarterly Period and Predecessor 2013 Quarterly Period contain all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the financial information set forth in those statements.  The summary historical consolidated financial data included below and elsewhere in this prospectus are not necessarily indicative of future results and should be read in conjunction with (i) our consolidated financial statements and (ii) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” both of which are  included in this prospectus .

 


 

 

Successor

 

 

Predecessor

 

 

Successor

 

 

Predecessor

 

Statement of Operations Data

 

Three

Months

Ended

March 31,

2014

 

 

Three

Months

Ended

March 31,

2013

 

 

Period from

Inception

(April 23,

2013) to

December 

31, 2013

 

 

Period

from

January 1,

 2013 to

October 31,

2013

 

 

Year

Ended

December 31,

 2012

 

 

Year

Ended

December 31,

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

183,726

 

 

$

182,132

 

 

$

118,239

 

 

$

627,712

 

 

$

731,220

 

 

$

728,773

 

Gross profit

 

 

84,222

 

 

 

93,314

 

 

 

35,652

 

 

 

322,837

 

 

 

355,054

 

 

 

340,475

 

Operating profit (loss)

 

 

3,992

(1)

 

 

29,776

 

 

 

(195,632

) (2)

 

 

91,749

(3)

 

 

115,097

 

 

 

55,948

 

(Loss) income from continuing operations before income taxes, non-controlling interest and accumulated payment-in-kind dividend on cumulative preferred shares

 

 

(3,839

) (1)

 

 

21,645

 

 

 

(201,444

) (2)

 

 

26,475

(3)

 

 

70,939

 

 

 

11,306

 

Income tax (expense) benefit

 

 

(2,109

)

 

 

(6,308

)

 

 

5,819

 

 

 

(12,961

)

 

 

(24,673

)

 

 

(9,953

)

Net (loss) income

 

 

(5,948

) (1)

 

 

15,337

 

 

 

(195,625

) (2)

 

 

13,514

(3)

 

 

46,266

 

 

 

1,353

 

Basic earnings per share

 

 

(0.07

) (1)

 

 

n/a

 

 

 

(2.10

) (2)

 

 

n/a

 

 

 

n/a

 

 

 

n/a

 

Diluted earnings per share

 

 

(0.07

) (1)

 

 

n/a

 

 

 

(2.10

) (2)

 

 

n/a

 

 

 

n/a

 

 

 

n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
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Related:

Registration Statement No. 333-196235 iconRegistration Statement No. 333-182785

Registration Statement No. 333-196235 iconRegistration Statement No. 333-199817

Registration Statement No. 333-196235 iconFiled Pursuant to Rule 424(b)(4) Registration No. 333-194899

Registration Statement No. 333-196235 iconAs filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333

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Registration Statement No. 333-196235 iconPreparation of the Registration Statement

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b)

Registration Statement No. 333-196235 iconO Registration statement pursuant to Section 12(b) or (g)

Registration Statement No. 333-196235 iconO Registration statement pursuant to Section 12(b) or (g)

Registration Statement No. 333-196235 icon¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconO registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconX registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-196235 icon[ ] registration statement pursuant to section 12(b) or (g) of the...

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934




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