Current Report Filing (8-k)
May 23 2017 - 05:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
May 23,
2017
Date of report (date of earliest event reported)
The Chemours
Company
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
001-36794
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46-4845564
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(Commission File Number)
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(IRS Employer Identification No.)
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1007 Market Street
Wilmington, Delaware, 19899
(Address of
Principal Executive Offices) (Zip Code)
(302) 773-1000
(Registrant’s
Telephone Number, Including Area Code)
Not Applicable
(Former Name
or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
On May 23, 2017, The Chemours Company (the
“Company”) closed the public underwritten offering (the “Offering”) of $500,000,000 aggregate principal
amount of the Company’s 5.375% Senior Notes due 2027 (the “Notes”), pursuant to the Underwriting Agreement, dated
May 9, 2017, by and among the Company, the guarantors named therein (the “Guarantors”) and the several underwriters
named therein. The Notes were issued pursuant to the Indenture, dated as of May 23, 2017 (the “Base Indenture”), between
the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental
Indenture, dated as of May 23, 2017, among the Company, the Guarantors and the Trustee, regarding the Notes (the “First Supplemental
Indenture”). The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on
Form S-3 (File No.
333-217642
).
The Underwriting Agreement is filed as Exhibit
1.1 to this Current Report on Form 8-K, the Base Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and the First
Supplemental Indenture is filed as Exhibit 4.2 to this Current Report on Form 8-K, and each is incorporated herein by reference.
The foregoing description of the Notes and other documents relating to the Offering does not purport to be complete and is qualified
in its entirety by reference to the full text of these securities and documents, forms or copies of which are attached as exhibits
to this Current Report on Form 8-K and are incorporated herein by reference.
On May 9, 2017, the Company issued a press
release announcing the launch of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference. On May 9, 2017, the Company issued a press release announcing the pricing of
the Offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein
by reference. On May 23, 2017, the Company issued a press release announcing the closing of the Offering. A copy of the press release
is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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Exhibit 1.1
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Underwriting Agreement, dated May 9, 2017, by and among The Chemours Company, the guarantors named therein and the several underwriters named therein.
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Exhibit 4.1
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Indenture (for senior debt securities), dated as of May 23, 2017, by and between The Chemours Company and U.S. Bank National Association, as trustee.
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Exhibit 4.2
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First Supplemental Indenture, dated as of May 23, 2017, by and among The Chemours Company, the guarantors named therein and U.S. Bank National Association, as trustee.
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Exhibit 4.3
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Specimen 5.375% Senior Note due 2027.
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Exhibit 5.1
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Opinion of Morrison & Foerster LLP.
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Exhibit 5.2
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Opinion of Locke Lord LLP.
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Exhibit 5.3
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Opinion of Ballard Spahr LLP.
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Exhibit 5.4
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Opinion of Butler Snow LLP.
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Exhibit 23.1
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Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
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Exhibit 23.2
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Consent of Locke Lord LLP (included in Exhibit 5.2).
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Exhibit 23.3
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Consent of Ballard Spahr LLP (included in Exhibit 5.3).
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Exhibit 23.4
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Consent of Butler Snow LLP (included in Exhibit 5.4).
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Exhibit 99.1
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Press release dated May 9, 2017 issued by The Chemours Company.
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Exhibit 99.2
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Press release dated May 9, 2017 issued by The Chemours Company.
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Exhibit 99.3
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Press release dated May 23, 2017 issued by The Chemours Company.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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THE CHEMOURS COMPANY
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Date: May 23, 2017
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By:
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/s/ Mark E. Newman
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Name:
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Mark E. Newman
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Title:
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Senior Vice President and
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Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No.
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Description
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Exhibit 1.1
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Underwriting Agreement, dated May 9, 2017, by and among The Chemours Company, the guarantors named therein and the several underwriters named therein.
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Exhibit 4.1
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Indenture (for senior debt securities), dated as of May 23, 2017, by and between The Chemours Company and U.S. Bank National Association, as trustee.
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Exhibit 4.2
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First Supplemental Indenture, dated as of May 23, 2017, by and among The Chemours Company, the guarantors named therein and U.S. Bank National Association, as trustee.
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Exhibit 4.3
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Specimen 5.375% Senior Note due 2027.
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Exhibit 5.1
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Opinion of Morrison & Foerster LLP.
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Exhibit 5.2
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Opinion of Locke Lord LLP.
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Exhibit 5.3
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Opinion of Ballard Spahr LLP.
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Exhibit 5.4
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Opinion of Butler Snow LLP.
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Exhibit 23.1
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Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
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Exhibit 23.2
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Consent of Locke Lord LLP (included in Exhibit 5.2).
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Exhibit 23.3
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Consent of Ballard Spahr LLP (included in Exhibit 5.3).
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Exhibit 23.4
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Consent of Butler Snow LLP (included in Exhibit 5.4).
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Exhibit 99.1
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Press release dated May 9, 2017 issued by The Chemours Company.
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Exhibit 99.2
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Press release dated May 9, 2017 issued by The Chemours Company.
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Exhibit 99.3
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Press release dated May 23, 2017 issued by The Chemours Company.
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