UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 8.01. | Other Events. |
Senior Notes Offering
On September 5, 2024, Avient Corporation, an Ohio corporation (the “Company”), announced the commencement of a private offering of $650,000,000 aggregate principal amount of senior notes due 2031 (the “2031 Notes”) in an offering exempt from the registration requirements of the Securities Act of 1933 (“Securities Act”). Pursuant to Rule 135c of the Securities Act, the Company is filing herewith as Exhibit 99.1 the press release issued on September 5, 2024.
The 2031 Notes have not been registered, and the Company does not plan to register the 2031 Notes, under the Securities Act or the securities laws of any jurisdiction. Unless they are registered, the 2031 Notes may be offered only in transactions that are exempt from registration under the Securities Act or the securities laws of any jurisdiction.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of the 2031 Notes or any other 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 absent an applicable exemption from the registration or qualification requirements.
Conditional Redemption of 2025 Notes
On September 5, 2024, the Company elected to exercise its optional redemption rights to redeem the entire outstanding $650,000,000 aggregate principal amount of the Company’s 5.750% Senior Notes due May 15, 2025 (the “2025 Notes”), and instructed U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee under the indenture governing the 2025 Notes, to issue on such date a Conditional Notice of Full Redemption to registered holders of the 2025 Notes. The date fixed for the redemption of the 2025 Notes is September 20, 2024 (the “Redemption Date”).
The 2025 Notes will be redeemed at a redemption price equal to 100.000% of the principal amount of the 2025 Notes, plus accrued and unpaid interest on the 2025 Notes from May 15, 2024 (the last interest payment date of the 2025 Notes prior to the Redemption Date), to, but not including, the Redemption Date (the “Redemption Price”).
The Company’s obligation to redeem the 2025 Notes and pay the Redemption Price on the Redemption Date is conditioned on the consummation by the Company on or prior to the Redemption Date of one or more debt financings, on terms and conditions acceptable to the Company in its sole and absolute discretion, that, collectively, provide net proceeds sufficient to pay the Redemption Price in full and all fees and expenses related to such debt financings and the redemption.
The foregoing does not constitute a notice of redemption with respect to any of the 2025 Notes.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press release issued September 5, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| AVIENT CORPORATION | ||
| By: | /s/ Amy M. Sanders | |
| Name: | Amy M. Sanders | |
| Title: | Senior Vice President, General Counsel and Secretary | |
Date: September 5, 2024