PHILADELPHIA--(BUSINESS WIRE)--
Axalta Coating Systems Ltd. (NYSE: AXTA) has announced the sale of
25,000,000 common shares on an underwritten basis by affiliates of The
Carlyle Group (“Carlyle”). In addition, the underwriter will have a
30-day option to purchase up to 3,750,000 additional common shares from
Carlyle. Axalta will not receive any of the proceeds from the offering
of shares by Carlyle. Closing of the offering is expected to occur on or
about May 31, 2016, subject to customary closing conditions.
The last reported sale price of Axalta’s common shares on May 24, 2016
was $28.11 per share. Credit Suisse Securities (USA) LLC is acting as
the sole underwriter for the offering. Credit Suisse Securities (USA)
LLC proposes to offer the common shares from time to time to purchasers
directly or through agents, or through brokers in brokerage transactions
on the New York Stock Exchange, or to dealers in negotiated transactions
or in a combination of such methods of sale, at a fixed price or prices,
which may be changed, or at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at
negotiated prices.
Following the offering, Carlyle will continue to beneficially own
44,811,996 shares, or approximately 18.8%, of Axalta’s outstanding
common shares (or 41,061,996 shares, or approximately 17.2%, if the
underwriter fully exercises its option to purchase additional common
shares). The sale of the common shares contemplated hereby will result
in the loss by Carlyle of its right under Axalta’s principal
stockholders agreement to designate one member to Axalta’s Board of
Directors. Pursuant to the principal stockholders agreement, as amended,
one of the directors appointed to Axalta’s Board of Directors by Carlyle
may be required to resign within six months after the closing of this
offering. Going forward, Carlyle will have the right to designate four
directors to Axalta’s Board of Directors rather than five.
Axalta has filed an automatically effective registration statement
(including a prospectus) with the U.S. Securities and Exchange
Commission (the “SEC”) for the offering to which this communication
relates, and the offering may only be made by means of such written
prospectus. Before you invest, you should read the prospectus in that
registration statement and other documents Axalta has filed with the SEC
for more complete information about Axalta and this offering. You may
get these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov.
Alternatively, Credit Suisse Securities (USA) LLC will arrange to send
you the prospectus if you request it by writing Credit Suisse Securities
(USA) LLC, Attention: Prospectus Department, One Madison Avenue, New
York, New York, 10010, or by telephone at +1 (800) 221-1037, or by email
at newyork.prospectus@credit-suisse.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Axalta Coating Systems
Axalta is a global leader in the coatings industry, providing customers
with innovative, colorful, beautiful and sustainable coatings solutions.
From light vehicles, commercial vehicles and refinish applications to
electric motors, building facades and other industrial applications, our
coatings are designed to prevent corrosion, increase productivity and
enhance durability. With more than 150 years of experience in the
coatings industry, the 12,800 people of Axalta continue to find ways to
serve our more than 100,000 customers in 130 countries better every day
with the finest coatings, application systems and technology.
Cautionary Statement Concerning Forward-Looking Statements
This release may contain certain forward-looking statements regarding
Axalta and its subsidiaries and the secondary offering of Axalta’s
common shares. All of these statements are based on management’s
expectations as well as estimates and assumptions prepared by management
that, although they believe to be reasonable, are inherently uncertain.
These statements involve risks and uncertainties that may cause the
actual results to differ materially from those anticipated at the time
the statements are made, including, but not limited to: adverse
developments in economic conditions and, particularly, in conditions in
the automotive and transportation industries; volatility in the capital,
credit and commodities markets; our inability to successfully execute on
our growth strategy; risks associated with our non-U.S. operations;
currency-related risks; increased competition; risks of the loss of any
of our significant customers or the consolidation of multi-shop
operators, distributors and/or body shops; our reliance on our
distributor network and third-party delivery services for the
distribution and export of certain of our products; price increases or
interruptions in our supply of raw materials; failure to develop and
market new products and manage product life cycles; litigation and other
commitments and contingencies; significant environmental liabilities and
costs as a result of our current and past operations or products,
including operations or products related to our business prior to the
acquisition of DuPont Performance Coatings; unexpected liabilities under
any pension plans applicable to our employees; risk that the insurance
we maintain may not fully cover all potential exposures; failure to
comply with the anti-corruption laws of the United States and various
international jurisdictions; failure to comply with anti-terrorism laws
and regulations and applicable trade embargoes; business disruptions,
security threats and security breaches; our ability to protect and
enforce intellectual property rights; intellectual property infringement
suits against us by third parties; our substantial indebtedness; our
ability to obtain additional capital on commercially reasonable terms
may be limited; our ability to realize the anticipated benefits of any
acquisitions and divestitures; our joint ventures’ ability to operate
according to our business strategy should our joint venture partners
fail to fulfill their obligations; the risk of impairment charges
related to goodwill, identifiable intangible assets and fixed assets;
ability to recruit and retain the experienced and skilled personnel we
need to compete; work stoppages, union negotiations, labor disputes and
other matters associated with our labor force; terrorist acts,
conflicts, wars and natural disasters that may materially adversely
affect our business, financial condition and results of operations;
transporting certain materials that are inherently hazardous due to
their toxic nature; weather conditions that may temporarily reduce the
demand for some of our products; reduced demand for some of our products
as a result of improved safety features on vehicles and insurance
company influence; the amount of the costs, fees, expenses and charges
related to being a public company; any statements of belief and any
statements of assumptions underlying any of the foregoing; Carlyle’s
ability to control our common shares; other factors disclosed in our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, our
Annual Report on Form 10-K for the year ended December 31, 2015 and our
other filings with the SEC; and other factors beyond our control.
Although we believe the expectations reflected in such forward-looking
statements are based upon reasonable assumptions, we can give no
assurance that the expectations will be attained or that any deviation
will not be material. All information is as of the date of this press
release, and we undertake no obligation to update any forward-looking
statement to conform the statement to actual results or changes in
expectations.
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Source: Axalta Coating Systems