AKRON, Ohio, May 4, 2015 /PRNewswire/ -- A. Schulman, Inc.
(Nasdaq: SHLM), an international supplier of high-performance
plastic compounds, powders and resins, announced today that it
intends to offer to sell, subject to market and other conditions,
$375 million aggregate principal
amount of senior notes due 2023 (the "Notes") in an offering
that is exempt from the registration requirements of the Securities
Act of 1933 (the "Securities Act"). The Notes will be jointly
and severally and fully and unconditionally guaranteed on a senior
basis by certain of the Company's domestic subsidiaries.
The Company intends to use the net proceeds from the Notes
offering to finance a portion of the cash consideration to be paid
in its proposed acquisition (the "Acquisition") of HGGC Citadel
Plastics Holdings, Inc. ("Citadel"), to refinance certain existing
debt and for general corporate purposes, including fees and
expenses related to the Acquisition.
This release does not constitute an offer to sell or the
solicitation of an offer to buy any securities. The Notes and
related guarantees are being offered only to qualified
institutional buyers in reliance on the exemption from registration
set forth in Rule 144A under the Securities Act, and outside
the United States to non-U.S.
persons in reliance on the exemption from registration set forth in
Regulation S under the Securities Act. The Notes and the related
guarantees have not been registered under the Securities Act, or
the securities laws of any state or other jurisdiction, and may not
be offered or sold in the United
States without registration or an applicable exemption from
the Securities Act and applicable state securities or blue sky laws
and foreign securities laws.
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.
Cautionary Statements
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.
SHLM_All
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/a-schulman-commences-senior-notes-offering-300076863.html
SOURCE A. Schulman, Inc.