|
|
|
Delaware
|
37-1744899
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
1450 Centrepark Boulevard, Suite 210
West Palm Beach, Florida
|
33401
(Zip Code)
|
(Address of principal executive offices)
|
|
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $0.01 per share
|
The New York Stock Exchange
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-Accelerated filer
o
|
Smaller reporting company
o
|
Glossary
|
Page
|
||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
Terms
|
|
Definitions
|
Platform; Successor;
We; Us; Our; the Company
|
|
Platform Specialty Products Corporation, a Delaware corporation, and its subsidiaries, collectively, for all periods subsequent to the MacDermid Acquisition.
|
Acquisitions
|
|
Agriphar Acquisition, Alent Acquisition, Arysta Acquisition, CAS Acquisition, MacDermid Acquisition, and OMG Acquisition, collectively.
|
Agriphar
|
|
Percival and its agrochemical business, Agriphar.
|
Agriphar Acquisition
|
|
Acquisition of a 100% interest in Agriphar, completed on October 1, 2014.
|
AIs
|
|
Active ingredients.
|
Alent
|
|
Alent plc (LSE:ALNT), a formerly public limited company registered in England and Wales.
|
Alent Acquisition
|
|
Acquisition of a 100% interest in Alent completed on December 1, 2015 by way of a scheme of arrangement implemented under the U.K. Companies Act and provided to Alent shareholders on August 17, 2015.
|
Alent EURO Tranche C-2 Term Loan
|
|
Tranche C-2 term loans denominated in Euros in an aggregate amount of €300 million borrowed by Platform in connection with the Alent Acquisition.
|
Alent U.S. Dollar Tranche B-3 Term Loan
|
|
Tranche B-3 term loans denominated in U.S. Dollars in an aggregate principal amount of $1.05 billion, borrowed by Platform in connection with the Alent Acquisition.
|
Amended and Restated
Credit Agreement
|
|
Platform's credit agreement dated April 12, 2007, as amended and/or restated on June 7, 2013, October 31, 2013 (Amendment No. 1), August 6, 2014 (Second Amended and Restated Credit Agreement and the further amendments pursuant to Amendment No. 2), October 1, 2014 (Incremental Amendment No. 1), February 13, 2015 (Amendment No. 3) and December 3, 2015 (Amendment No.4).
|
Amendment No. 1
|
|
Amendment No. 1, dated as of October 31, 2013, among, inter alia, Platform (formerly Platform Acquisition Holding Limited), MacDermid Holdings, Matrix Acquisition Corp., MacDermid (as successor to Matrix Acquisition Corp., the borrower), the subsidiaries of the borrower from time to time parties thereto, the lenders from time to time parties thereto and Credit Suisse AG, as administrative agent and as collateral agent, entered into in connection with the MacDermid Acquisition.
|
Amendment No. 2
|
|
Amendment No. 2, dated as of August 6, 2014, among Platform, MacDermid Holdings, MacDermid, the subsidiaries of Platform and MacDermid Holdings from time to time parties thereto, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent and collateral agent, entered into in connection with the CAS Acquisition, including the further amendments to the Second Amended and Restated Credit Agreement which became effective upon closing of the CAS acquisition (see Note 9.
Debt, Financial Guarantees and Factoring Arrangements
, to the Consolidated Financial Statements).
|
Amendment No. 3
|
|
Amendment No. 3, dated as of February 13, 2015, among Platform, MacDermid Holdings, MAS Holdings, NAIP and certain subsidiaries of Platform and MacDermid Holdings, the lenders from time to time parties thereto and Barclays Bank PLC, entered into in connection with the Arysta Acquisition.
|
Amendment No. 4
|
|
Amendment No. 4, dated as of December 3, 2015, among Platform, MacDermid, MAS Holdings, NAIP, MacDermid Europe and MacDermid Funding, the subsidiaries of Platform from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent, entered into in connection with the Alent Acquisition.
|
Annual Report
|
|
This annual report on Form 10-K for the fiscal year ended December 31, 2015.
|
Apollo
|
|
Affiliates of Apollo Global Management, LLC, collectively and each individually.
|
Arysta
|
|
Arysta LifeScience Limited, a formerly Irish private limited company.
|
Arysta Acquisition
|
|
Acquisition of a 100% interest in Arysta, completed on February 13, 2015.
|
Arysta EURO Tranche C-1 Term Loan
|
|
Tranche C-1 term loans denominated in Euros in an aggregate amount of €83 million borrowed by Platform in connection with the Arysta Acquisition.
|
Arysta Seller
|
|
Nalozo, L.P., an affiliate of the Original Arysta Seller who became the seller in the Arysta Acquisition pursuant to an amendment to the share purchase agreement dated February 11, 2015.
|
Arysta Seller Resale Registration Statement
|
|
Registration statement on Form S-3 (File No. 333-202287) initially filed on February 25, 2015 to register the resale of a maximum of 22,107,590 shares of common stock issuable upon conversion of the Series B Convertible Preferred Stock pursuant to a registration rights agreement entered into with the Arysta Seller dated February 13, 2015. The Arysta Registration Statement was amended on March 20, 2015 and April 29, 2015, and declared effective by the SEC on May 6, 2015.
|
Terms
|
|
Definitions
|
Arysta U.S. Dollar Tranche B-2 Term Loan
|
|
Tranche B-2 term loans denominated in U.S. Dollars in an aggregate principal amount of $500 million borrowed by Platform in connection with the Arysta Acquisition.
|
ASC
|
|
Accounting Standard Codification.
|
ASU
|
|
Accounting Standards Update.
|
Asset-Lite, High-Touch
|
|
Platform’s philosophy and business model focused on dedicating extensive resources to research and development and highly technical customer service teams, while limiting investments in fixed assets and capital expenditures.
|
Board
|
|
Platform’s board of directors.
|
Bribery Act
|
|
The United Kingdom Bribery Act 2010.
|
CAS
|
|
Chemtura Agricultural Solutions business of Chemtura.
|
CAS Acquisition
|
|
Acquisition of a 100% interest in CAS, completed on November 3, 2014.
|
CAS EURO Tranche C-1 Term Loan
|
|
Tranche C-1 term loans denominated in Euros in an aggregate amount of €205 million borrowed by Platform in connection with the CAS Acquisition.
|
CAS U.S. Dollar Tranche B Term Loan
|
|
Tranche B term loans denominated in U.S. Dollars in an aggregate principal amount of $130 million borrowed by Platform in connection with the CAS Acquisition.
|
Chemtura
|
|
Chemtura Corporation, a Delaware corporation.
|
Credit Facilities
|
|
The First Lien Credit Facility and the Revolving Credit Facility, collectively, available under the Amended and Restated Credit Agreement.
|
C Shares
|
|
5,000,000 Class C Junior Shares authorized on January 29, 2013 by the Predecessor for issuance.
|
Dodd-Frank
|
|
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
|
Domestication
|
|
Platform’s change of jurisdiction of incorporation from the British Virgin Islands to Delaware on January 22, 2014.
|
EBITDA
|
|
Earnings before interest, taxes, depreciation and amortization.
|
ESPP
|
|
Platform Specialty Products Corporation 2014 Employee Stock Purchase Plan, adopted by the Board on March 6, 2014 and approved by Platform’s stockholders at the annual meeting held on June 12, 2014.
|
EU
|
|
European Union.
|
Exchange Act
|
|
Securities Exchange Act of 1934, as amended.
|
Exchange Agreement
|
|
Exchange Agreement, dated October 25, 2013, between Platform and the fiduciaries of the MacDermid, Incorporated Profit Sharing and Employee Savings Plan.
|
FASB
|
|
Financial Accounting Standard Board.
|
FCPA
|
|
Foreign Corrupt Practices Act of 1977.
|
February 2015 Notes Offering
|
|
Private offering of $1.10 billion aggregate principal amount of 6.50% USD Notes due 2022 and €350 million aggregate principal amount of 6.00% EUR Notes due 2023, completed on February 2, 2015.
|
First Lien Credit Facility
|
|
First lien credit facility available under the Amended and Restated Credit Agreement.
|
Founder Entities
|
|
Mariposa Acquisition, LLC and Berggruen Holdings Ltd. and its affiliates, collectively.
|
GBP
|
|
Platform's Global BioSolutions Portfolio within its Agricultural Solutions segment, which includes biostimulants, innovative nutrition and biocontrol products.
|
GVAP
|
|
Platform’s Global Value Added Portfolio within its Agricultural Solutions segment, which includes products in the herbicides, insecticides, fungicides and seed treatment categories, based on patented or proprietary off-patent AIs.
|
HSRA Act
|
|
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
|
IFRS
|
|
International Financial Reporting Standards, as issued by the International Accounting Standards Board.
|
Incremental Amendment No. 1
|
|
Incremental amendment No. 1 to the Amended and Restated Credit Agreement, dated as of October 1, 2014, by and among Platform and MacDermid, as borrowers, MacDermid Holdings, certain subsidiaries of MacDermid Holdings and Platform, Barclays Bank PLC, as collateral agent and administrative agent, and the incremental lender party thereto, entered into in connection with the Agriphar Acquisition.
|
Terms
|
|
Definitions
|
Initial Public Offering
|
|
Initial public offering of Platform (formerly named “Platform Acquisition Holdings Limited”) completed on the London Stock Exchange on May 22, 2013, raising net proceeds of approximately $881 million.
|
June 2015 Equity Offering
|
|
Underwritten public offering of 18,226,414 shares of its common stock at a public offering price of $26.50 per share, which closed on June 29, 2015, raising gross proceeds of approximately $483 million.
|
LTCB
|
|
Platform's Long Term Cash Bonus plan, established in March 2015.
|
MacDermid
|
|
MacDermid, Incorporated, a Connecticut corporation.
|
MacDermid Acquisition
|
|
Platform’s acquisition on October 31, 2013 of substantially all of the equity of MacDermid Holdings, which, at the time, owned approximately 97% of MacDermid. As a result, Platform became a holding company for the MacDermid business. Platform acquired the remaining 3% of MacDermid on March 4, 2014, pursuant to the terms of the Exchange Agreement.
|
MacDermid Europe
|
|
MacDermid European Holdings, B.V., a company organized under the laws of the Netherlands and a subsidiary of Platform.
|
MacDermid Funding
|
|
MacDermid Funding LLC, a limited liability company organized under the laws of Delaware and a subsidiary of Platform.
|
MacDermid Holdings
|
|
MacDermid Holdings, LLC which, at the time of the MacDermid Acquisition, owned approximately 97% of MacDermid, a subsidiary of MacDermid Holdings.
|
May 2014 Private Placement
|
|
Private placement of an aggregate of 15,800,000 shares of our common stock completed on May 20, 2014 at a purchase price of $19.00 per share, raising gross proceeds of approximately $300 million.
|
MAS Holdings
|
|
MacDermid Agricultural Solutions Holdings B.V., a company organized under the laws of the Netherlands and a subsidiary of Platform.
|
NAV
|
|
Net asset value.
|
NAIP
|
|
Netherlands Agricultural Investment Partners, LLC, a company organized under the laws of the Delaware and a subsidiary of Platform.
|
November 2014 Public Offering
|
|
Underwritten registered public offering of 16,445,000 shares of our common stock completed on November 17, 2014 at a public offering price of $24.50 per share, raising gross proceeds of approximately $403 million.
|
November 2015 Notes Offering
|
|
Private offering of $500 million aggregate principal amount of 10.375% senior notes due 2021, completed on November 10, 2015.
|
November Resale Registration Statement
|
|
Registration statement on Form S-1 (File No. 333-199817) initially filed on November 3, 2014 to register the resale of all of the shares sold in the October/November 2014 Private Placement. The November Resale Registration Statement was amended on November 10, 2014 and declared effective that same day.
|
NYSE
|
|
New York Stock Exchange.
|
October/November 2014 Private Placement
|
|
Private placement of an aggregate of 16,060,960 shares and 9,404,064 shares of our common stock completed on October 8, 2014 and November 6, 2014, respectively, at a price of $25.59 per share, raising gross proceeds of approximately $652 million.
|
OEM
|
|
Original Equipment Manufacturer.
|
OMG
|
|
OM Group, Inc. (NYSE:OMG), a Delaware corporation.
|
OMG Businesses
|
|
OMG's Electronic Chemicals and Photomasks businesses, collectively, other than their Malaysian subsidiary acquired separately by Platform on January 31, 2016.
|
OMG Acquisition
|
|
Platform's acquisition of the OMG Businesses completed on October 28, 2015.
|
Original Arysta Seller
|
|
Nalozo S.à.r.l., a Luxembourg limited liability company and the original seller in the Arysta Acquisition.
|
PCAOB
|
|
Public Company Accounting Oversight Board.
|
PDH
|
|
Platform Delaware Holdings, Inc., a subsidiary of Platform.
|
PDH Common Stock
|
|
Shares of common stock of PDH.
|
Pension Plan
|
|
MacDermid, Incorporated Employees’ Pension Plan (as amended and restated, effective January 1, 2009), a non-contributory domestic defined benefit pension plan.
|
Percival
|
|
Percival S.A., a
société anonyme
incorporated and organized under the laws of Belgium, acquired by Platform on October 1, 2014.
|
Terms
|
|
Definitions
|
Pershing Square
|
|
Pershing Square Capital Management, L.P.
|
Predecessor
|
|
MacDermid and its subsidiaries, collectively, for all periods prior to the MacDermid Acquisition.
|
Predecessor 2013 Period
|
|
Ten-month period from January 1, 2013 through October 31, 2013.
|
PSP 401(k) Plan
|
|
Platform Specialty Products Corporation Employee Savings & 401(k) Plan, effective January 1, 2014.
|
REACH
|
|
Regulation (EC) No 1907/2006 of the European Parliament and the Council dated December 18, 2006 relating to the Registration, Evaluation, Authorization and Restriction of Chemicals which became effective on June 1, 2007 and requires manufacturers and importers of most chemicals in the EU to register these chemicals and evaluate their potential impact on human health and the environment.
|
Retaining Holder
|
|
Each Holder of an equity interest of MacDermid Holdings immediately prior to the closing of the MacDermid Acquisition, not owned by Platform, who executed a RHSA.
|
Revolving Credit
Facility
|
|
Revolving Credit Facility (in U.S. Dollars or multicurrency) available under the Amended and Restated Credit Agreement.
|
RHSA
|
|
Retaining Holder Securityholders’ Agreement dated as of October 31, 2013 entered into by and between Platform and each Retaining Holder pursuant to which they agreed to exchange their respective equity interests in MacDermid Holdings for shares of PDH Common Stock, at an exchange rate of $11.00 per share plus (i) a proportionate share of the $100 million contingent consideration and (ii) an interest in certain MacDermid pending litigation.
|
ROA
|
|
Returns on assets.
|
RSUs
|
|
Restricted stock units issued by Platform from time to time under the 2013 Plan.
|
Sarbanes-Oxley
|
|
Sarbanes-Oxley Act of 2002.
|
SEC
|
|
Securities and Exchange Commission.
|
Security Agreement
|
|
Amended and Restated Pledge and Security Agreement, amended and restated as of October 31, 2013, as amended, supplemented and modified from time to time, entered into by Platform, MacDermid and the guarantors listed therein.
|
Second Amended and Restated Credit Agreement
|
|
Second Amended and Restated Credit Agreement, dated as of August 6, 2014, among, inter alia, Platform, MacDermid Holdings, MacDermid, the subsidiaries of Platform and MacDermid Holdings from time to time parties thereto, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent and collateral agent.
|
Securities Act
|
|
Securities Act of 1933, as amended.
|
Senior Notes
|
|
Our 6.00% EUR Notes due 2023, 6.50% USD Notes due 2022 and 10.375% USD Notes due 2021, collectively.
|
Series A Preferred Stock
|
|
2,000,000 shares of Platform’s Series A convertible preferred stock which were automatically converted from ordinary shares held by the Founder Entities upon the Domestication, and which are convertible into shares of Platform’s common stock, on a one-for-one basis, at any time at the option of the Founder Entities.
|
Series B Convertible Preferred Stock
|
|
600,000 shares of Platform’s Series B convertible preferred stock issued to the Arysta Seller in connection with the Arysta Acquisition on February 13, 2015, which are convertible into a maximum of 22,107,590 shares of Platform's common stock at the option of the Arysta Seller.
|
SERP
|
|
Supplemental Executive Retirement Plan for executive officers of Platform.
|
Successor
|
|
Platform and its subsidiaries, collectively, for all periods subsequent to the MacDermid Acquisition.
|
Successor 2013 Period
|
|
Period from April 23, 2013 (inception) through December 31, 2013.
|
Tartan
|
|
Tartan Holdings, LLC, a Delaware limited liability company, formed at the time of the MacDermid Acquisition to hold the PDH Common Stock in exchange of MacDermid Holdings equity interests.
|
U.K. Companies Act
|
|
The U.K. Companies Act 2006, as amended.
|
U.K. Pension Plan
|
|
Retirement and death benefit plans covering employees in the U.K.
|
USD Incremental Loan
|
|
Incremental term loans under the Incremental Amendment No. 1 to the Amended and Restated Credit Agreement in an aggregate principal amount of $300 million used to finance the Agriphar Acquisition.
|
U.S. GAAP
|
|
Generally accepted accounting principles in the United States.
|
Terms
|
|
Definitions
|
Warrant Exchange Offer
|
|
Exchange offer conducted by Platform in order to fund a portion of the cash consideration for the MacDermid Acquisition pursuant to which Platform issued common stock in exchange for $10.50 and 3 warrants, up to a maximum of half of the warrants outstanding.
|
2013 Plan
|
|
Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan adopted by the Board on October 31, 2013, as amended on December 16, 2013 and approved by Platform’s stockholders at the annual meeting held on June 12, 2014.
|
2016 Proxy Statement
|
|
Platform’s definitive proxy statement for its 2016 annual meeting of stockholders, which is expected to be filed no later than 120 days after December 31, 2015.
|
6.00% EUR Notes due 2023
|
|
Platform’s 6.00% senior notes due 2023 denominated in Euros issued in the February 2015 Notes Offering.
|
6.50% USD Notes due 2022
|
|
Platform’s 6.50% senior notes due 2022 denominated in U.S. Dollars issued in the February 2015 Notes Offering.
|
10.375% USD Notes due 2021
|
|
Platform's 10.375% senior notes due 2021 denominated in U.S. Dollars issued in the November 2015 Notes Offering.
|
Plating Products:
|
|
Plating products are used to plate holes drilled through printed circuit boards to connect opposite sides of the board and the different layers of multi-layer printed circuit boards. Our key products include the
CuMac
range of products for applications such as plating on aluminum wheels, plastic substrates and zinc-based die castings, and the
ChromKlad
and
ANKOR
range of hard chromium plating processes that can be utilized in various applications.
|
Electroless Nickel:
|
|
Electroless nickel is applied to a variety of metal and plastic surfaces to enhance corrosion resistance, wear resistance, solderability and to repair worn or over-machined surfaces in a variety of applications. Legacy MacDermid was among the earliest developers of electroless nickel products, which are safer and more environmentally friendly than the products they replace.
|
Electronic Assembly Materials:
|
|
Our assembly material business is a leader in the development, manufacturing and sales of interconnect materials, primarily in the electronic market. Within this business, we also offer a small water treatment product line,
Fernox
, used for the treatment of water in residential boiler systems, and metal reclaim products, primarily for tin used in electronic assembly.
|
Final Finishes:
|
|
Final finishes are used on printed circuit boards to preserve the solderability of the finished boards.
|
Circuit Formation Products:
|
|
Circuit formation products represent an assortment of products for surface preparation to promote adhesion and form circuit patterns.
|
Oxides:
|
|
Oxides are conversion coatings used in the fabrication of multilayer circuit boards.
|
Semiconductor Materials & Packaging:
|
|
Our
Viaform
product family copper damascene chemistry used in semiconductor plating applications is used for applications down to 14 nm. Our
Microfab
family of plating chemistry is used in wafer level packaging applications, including copper pillar, RDL nickel, tin bump, gold bump and thru-silicon via (TSV) applications.
|
Pre-treatment and Cleaning Solutions:
|
|
Pre-treatment and cleaning solutions are applied to prepare the surfaces of a wide variety of industrial products for additional treatment. We have a complete line of aqueous and semi-aqueous pre-treatment and cleaning products, which are more environmentally friendly than the solvents they replace.
|
Functional Conversion Coatings:
|
|
Functional conversion coatings are applied to metals to enhance corrosion resistance and paint adhesion in a wide spectrum of industrial applications where heavy duty usage and exposure to unfavorable environments are anticipated. Our products plate various parts that are used in automotive and aerospace equipment, appliances, computer hard disks and other electronic products.
|
Hard-coated Films:
|
|
Hard-coated films are used for the membrane switch in the touch screen markets.
|
Offshore Fluids:
|
|
We offer production fluids used to operate valves for the deep water oil extraction and transportation process, and drilling fluids used to operate valves for drilling rigs on the ocean floor. Production and drilling fluids are water-based hydraulic control fluids used in subsea control systems.
|
Solid Sheet Printing Elements:
|
|
Solid sheet printing elements are digital and analog printing sheets, used in the flexographic printing and platemaking processes. Our extensive line of flexographic plates are used in the commercial packaging and letterpress newspaper and publication industries.
|
Liquid Products:
|
|
Liquid products are liquid photopolymers used to produce printing plates for transferring images onto commercial packaging. Our key products are
MWH photopolymer
,
MWB 50 photopolymer
,
M Stamp 40 photopolymer
. We also offer products that are used in the production of liquid photopolymer plates such as substrate, coverfilms and detergents.
|
Printing Equipment:
|
|
We supply letterpress and flexo plates to the newspaper industry. Printing equipment are thermal plate processing systems that allow press-ready printing plates to be created without solvents. Our key products include
Accent Plates
and
DLF dryer
for coating plates, and
MacDermid NAPPflex
plates for newspaper plates.
|
•
|
“Asset-Lite, High-Touch” Business Model.
We are building our business through the acquisition and integration of “Asset-Lite, High-Touch” businesses. These are businesses evidenced by high margins and low capital expenditures which translates into high cash flow returns on capital. Over
40%
of our employees are in either technological innovation or sales and services areas; hence “high-touch.” Our commitment to technological innovation and our extensive intellectual property portfolio enables us to develop our cutting-edge products. In order to continue to provide innovative products and highly specialized technical service to our customers, we place a premium on maintaining an expert and qualified employee base. Our business involves the formulation of a broad range of specialty chemicals, created by blending raw materials through multi-step technological processes. This model allows us to manage conservatively our growth investments in fixed assets and capital expenditures. Our existing fixed asset base is modern and well-maintained and, accordingly, requires low capital expenditures for maintenance.
|
•
|
Industry Leading Positions
.
Our businesses strategically focus on acquiring and maintaining leading positions in niche sectors of high-growth markets by offering high value-added services that are indispensable to our customers. We believe our scale and global reach in product development and marketing provides us with advantages over many of our competitors, allowing us to maintain strong market share positions and drive profitable growth. Our leadership positions contribute to our ability to attract new customers and enter new end-markets
.
|
•
|
Broad Diversified Business
.
We offer a broad range of products and services to diverse and often unrelated end-markets, ranging from agricultural, electronics, industrial and offshore to packaging and printing. Our key proprietary technology, service-oriented business model, high barriers to entry and significant customer switching costs have allowed us to achieve stable and compelling margins while protecting our market share. We believe the diversity of the niche end-markets we serve will enable us to continue our growth and maintain strong cash flow generation throughout economic cycles. The diversification will also help mitigate the impact of a downturn in any single industry, end-market or region.
|
•
|
Strong Expertise in Registration and Distribution
. Product registration is complex and crucial, particularly in the agrochemical space. Our Agricultural Solutions segment has a team of specialists dedicated to that process across various jurisdictions, and we believe we are well experienced in obtaining the required registrations for our products in each country in which they are sold and for each crop on which they are applied. Once obtained, these registrations provide a right to use the AI upon which the product is based for the specified crop in that country or region for a number of years. In addition, our Agricultural Solutions segment has a strong network of distributors, which currently reaches over 100 countries and jurisdictions. Our large distribution network enables us to focus on profitable niche applications, which we believe are less sensitive to competitive pricing pressures. This distribution network, together with our geographical footprint, also allows us to attract licensing and resale opportunities from partner companies for new products and technologies.
|
•
|
Comprehensive Product Offering
. We provide our customers in the electronics, automotive, industrial, packaging, offshore and agricultural chemicals end markets with a comprehensive offering of products that meet many of their specialty chemical needs. In many cases we offer a full suite of products with complementary capabilities that provide a complete functional solution to the customer. We believe the ability to provide a “top-to-bottom” product offering is a significant competitive advantage over many of our smaller and regional competitors. Our existing product offerings also offer many opportunities for growth in adjacent end-markets.
|
•
|
Performance-Driven Culture and Board with Proven Track Record
. We believe we have outstanding people who can deliver superior performance under the tutelage and oversight of proven and experienced leadership. Our culture is performance focused and driven by empowering team members and then holding them accountable for their outcomes. We measure people on financial results, safety, customer satisfaction and commitments, legal compliance and environmental stewardship. We measure our performance against benchmarks and metrics using statistical analysis and drive operational excellence through continuous improvement. Our experienced management team is complimented by an experienced Board, which includes individuals with a proven track record of successfully acquiring and managing businesses. Our business segments are also led by executives that we believe have extensive experience in their respective fields.
|
•
|
Build a Best-in-Class Specialty Chemical Company.
Our goal is to build an integrated best-in-class, global manufacturer, marketer and distributor of specialty chemical products. We anticipate that the fragmented nature of the specialty chemical products market will continue to provide opportunities for growth through strategic acquisitions of complementary businesses. We believe that our combined company provides a strong platform on which to grow our business and expand our market shares in key geographic markets, particularly in emerging markets.
|
•
|
Expand our Core Businesses.
We believe that we can capitalize on our Acquisitions, in particular the Arysta Acquisition in the Agricultural Solutions segment and the Alent Acquisition in the Performance Solutions segment, to further enhance our technical capabilities, sophisticated process know-how, solutions orientation, strong customer relationships and deep industry knowledge. We expect that the Acquisitions will enhance our growth by extending our products breadth, developing higher-margin products and growing internationally. We intend to extend many of our product offerings through the development of new applications for our existing products or through synergistic combinations, and to target those geographies with attractive market fundamentals where our strengths in marketing, portfolio development, registration and customer education can add value for our customers.
|
•
|
Enhancing Product Innovation.
We place a strong emphasis on innovation. New products are developed and created by drawing upon our significant intellectual property portfolio and technical expertise. Building on our core competencies in product innovation, applications development and technical services, we intend to reach new high-growth markets and expand upon our existing technologies to develop new products for new applications in markets that are adjacent to those we currently serve.
|
•
|
Leverage Customer Relationships.
We intend to continue to leverage our close customer relationships to execute our growth strategy by working directly with our customers to identify opportunities for new products. We also have strong collaborative relationships with OEMs who specify which specialty materials, chemistries and technologies they need in their products. Working directly with our customers allows us to increase OEM qualification of our products and identify opportunities for growth. Such close customer relationships also provide a solid barrier to entry for competition.
|
•
|
Pursue Strategic Acquisitions
. Our founder, Martin E. Franklin, and our new Chief Executive Officer, Rakesh Sachdev, have significant experience and expertise, and have been highly successful, in identifying, acquiring and integrating value-added businesses. We intend to pursue acquisitions as a way to enhance our organic growth. We intend to focus primarily on businesses that share our “Asset-Lite, High-Touch” philosophy, with product offerings that provide geographic or product diversification, or expansion into related categories that can be marketed through our existing distribution channels or provide us with new distribution channels for our existing products, thereby
|
•
|
Focus on Human Capital.
The success of our business depends on our ability to continue to capitalize on our technical capabilities, unique process know-how, strong customer relationships and industry knowledge. Our technical expertise and history of innovation demonstrated by the employees we acquired in the Acquisitions reflect the specialized and highly skilled nature of our research and development personnel. As such we intend to focus on attracting, retaining and developing the best human capital across all levels of our organization, which is key to our ability to successfully operate and grow our business.
|
Name
|
|
Title
|
Rakesh Sachdev
|
|
Chief Executive Officer
|
Sanjiv Khattri
|
|
Executive Vice President and Chief Financial Officer
|
Benjamin Gliklich
|
|
Chief Operating Officer
|
Scot R. Benson
|
|
President - Performance Solutions
|
Diego Lopez Casanello
|
|
President - Agricultural Solutions
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, dividends, research and development efforts and other general corporate purposes;
|
•
|
increase the amount of our interest expense, because our borrowings include instruments with variable rates of interest, which, if interest rates increase, would result in higher interest expense;
|
•
|
increase our vulnerability to general adverse economic and industry conditions;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
|
limit our ability to make strategic acquisitions, introduce new technologies or exploit business opportunities; and
|
•
|
place us at a competitive disadvantage compared to our competitors that have less indebtedness.
|
•
|
sales of assets;
|
•
|
sales of equity;
|
•
|
reduction or delay of capital expenditures, strategic acquisitions, investments and alliances; or
|
•
|
negotiations with our lenders to restructure the applicable debt.
|
•
|
the accounting for acquired businesses;
|
•
|
the completeness, existence and accuracy related to the accounting of income taxes; and
|
•
|
the financial close process for the Agricultural Solutions segment to ensure the timely and complete reconciliation of accounts for the CAS business, which is part of the Agricultural Solutions segment.
|
•
|
foreign customers and distributors may have increased credit risk and different financial conditions, which may necessitate longer payment cycles of accounts receivable or result in increased bad debt write-offs (including due to bankruptcy) or additions to reserves;
|
•
|
foreign countries may impose additional withholding taxes or otherwise tax our foreign income, impose tariffs, duties, export controls, import restrictions or adopt other restrictions on foreign trade or investment, including currency exchange controls;
|
•
|
foreign exchange controls may delay, restrict or prohibit the repatriation of funds, and any restrictions on the repatriation of funds may result in adverse tax consequences and tax inefficiencies;
|
•
|
export licenses may be difficult to obtain, and the transportation of our products may be delayed or interrupted;
|
•
|
general economic and political conditions in the countries in which we operate, including fluctuations in gross domestic product, interest rates, market demand, labor costs and other factors beyond our control, could have an adverse effect on our net sales in those countries; and
|
•
|
unexpected adverse changes in foreign laws or in foreign regulatory requirements may occur, including in laws or regulatory requirements pertaining to employee benefits, the environment and health and safety.
|
•
|
2,000,000
shares of Series A Preferred Stock which are convertible into shares of our common stock, on a one-for-one basis, at any time at the option of the holder;
|
•
|
600,000
shares of Series B Convertible Preferred Stock, issued in connection with the Arysta Acquisition, which are convertible into
22,107,590
shares of our common stock at any time at the option of the Arysta Seller. Each share of Series B Convertible Preferred Stock that has not previously been converted into shares of common stock will be automatically redeemed in connection with certain mergers or consolidations, the sale of all or substantially all of the assets of Platform and its subsidiaries, the sale of certain subsidiaries of Platform or a dissolution, liquidation or termination of Platform. On April 20, 2017, we will be required to repurchase each share of Series B Convertible Preferred Stock that has not been converted into shares of common stock of Platform, or automatically redeemed as described above;
|
•
|
8,061,609
exchange rights which require us to issue shares of our common stock in exchange for shares of common stock of PDH, on a one-for-one basis, at any time at the option of the holder;
|
•
|
175,000
options which are exercisable to purchase shares of our common stock, on a one-for-one basis, at any time at the option of the holder; and
|
•
|
831,436
RSUs which were granted to employees under our 2013 Plan. Each RSU represents a contingent right to receive one (1) share of our common stock.
|
•
|
quarterly variations in our operating results;
|
•
|
changes in the market’s expectations about our operating results;
|
•
|
our operating results failing to meet the expectation of management, securities analysts or investors in a particular period;
|
•
|
the failure to remediate identified material weaknesses;
|
•
|
changes in financial estimates and recommendations by securities analysts concerning our Company or our industry in general;
|
•
|
operating and securities price performance of companies that investors deem comparable to us;
|
•
|
news reports and publication of research reports relating to our business or trends in our markets;
|
•
|
changes in laws and regulations affecting our businesses;
|
•
|
announcements or strategic developments, acquisitions and other material events by us or our competitors;
|
•
|
sales of substantial amounts of common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur;
|
•
|
adverse market reaction to any additional debt we incur in the future;
|
•
|
the failure to identify and complete acquisitions in the future or unexpected difficulties or developments related to the integration of recently completed, pending or future acquisitions;
|
•
|
actions by institutional stockholders;
|
•
|
general economic and political conditions such as recessions and acts of war or terrorism; and
|
•
|
the risk factors set forth in this Annual Report and other matters discussed herein.
|
|
|
2015
|
|
2014
|
||||||||||||
Period
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
(1)
|
|
$
|
27.05
|
|
|
$
|
20.71
|
|
|
$
|
21.82
|
|
|
$
|
13.83
|
|
Second Quarter
|
|
28.35
|
|
|
24.90
|
|
|
28.70
|
|
|
19.38
|
|
||||
Third Quarter
|
|
26.00
|
|
|
12.06
|
|
|
27.85
|
|
|
24.71
|
|
||||
Fourth Quarter
|
|
14.84
|
|
|
10.12
|
|
|
27.74
|
|
|
20.97
|
|
|
|
2013
|
||||||
Period
|
|
High
|
|
Low
|
||||
Second Quarter 2013 (May 17, 2013 to June 30, 2013)
|
|
$
|
11.00
|
|
|
$
|
10.05
|
|
Third Quarter 2013
|
|
10.80
|
|
|
10.13
|
|
||
Fourth Quarter 2013 (through October 10, 2013)
|
|
10.60
|
|
|
10.46
|
|
(amounts in millions,
except per share data)
|
|
Year Ended
December 31, 2015 |
|
|
Year Ended
December 31, 2014 |
|
|
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
|
|
||||||||||||
|
|
(Successor)
|
|
|
(Successor)
|
|
|
(Successor)
|
|
|
|
(Predecessor)
|
|
|
(Predecessor)
|
|
(Predecessor)
|
|
||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
$
|
2,542.3
|
|
|
|
$
|
843.2
|
|
|
|
$
|
118.2
|
|
|
|
|
$
|
627.7
|
|
|
|
$
|
731.2
|
|
|
$
|
728.8
|
|
|
Gross profit
|
|
991.9
|
|
|
|
396.6
|
|
|
|
35.7
|
|
|
|
|
322.8
|
|
|
|
355.1
|
|
|
340.5
|
|
|
||||||
Operating profit (loss)
|
|
71.6
|
|
(1)
|
|
9.5
|
|
(2)
|
|
(195.6
|
)
|
(3)
|
|
|
91.7
|
|
(4)
|
|
115.1
|
|
|
55.9
|
|
|
||||||
(Loss) income before income taxes,
non-controlling interests and dividends on preferred shares
|
|
(229.3
|
)
|
(1)
|
|
(30.9
|
)
|
(2)
|
|
(201.4
|
)
|
(3)
|
|
|
26.5
|
|
(4)
|
|
71.0
|
|
|
11.3
|
|
|
||||||
Income tax (expense) benefit
|
|
(75.1
|
)
|
|
|
6.7
|
|
|
|
5.8
|
|
|
|
|
(13.0
|
)
|
|
|
(24.7
|
)
|
|
(10.0
|
)
|
|
||||||
Net (loss) income
|
|
(304.4
|
)
|
(1)
|
|
(24.2
|
)
|
(2)
|
|
(195.6
|
)
|
(3)
|
|
|
13.5
|
|
(4)
|
|
46.3
|
|
|
1.4
|
|
|
||||||
Basic loss per share
|
|
$
|
(1.52
|
)
|
(1)
|
|
$
|
(1.94
|
)
|
(2)
|
|
$
|
(2.10
|
)
|
(3)
|
|
|
n/a
|
|
|
|
n/a
|
|
|
n/a
|
|
|
|||
Diluted loss per share
|
|
$
|
(1.52
|
)
|
(1)
|
|
$
|
(1.94
|
)
|
(2)
|
|
$
|
(2.10
|
)
|
(3)
|
|
|
n/a
|
|
|
|
n/a
|
|
|
n/a
|
|
|
|||
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
|
December 31, 2013
|
|
|
|
October 31, 2013
|
|
|
December 31, 2012
|
|
December 31, 2011
|
|
||||||||||||
|
|
(Successor)
|
|
|
(Successor)
|
|
|
(Successor)
|
|
|
|
(Predecessor)
|
|
|
(Predecessor)
|
|
(Predecessor)
|
|
||||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash & cash equivalents
|
|
$
|
432.2
|
|
|
|
$
|
397.3
|
|
|
|
$
|
123.0
|
|
|
|
|
$
|
87.1
|
|
|
|
$
|
143.4
|
|
|
$
|
113.5
|
|
|
Working capital
(5)
|
|
1,208.1
|
|
|
|
1,335.8
|
|
|
|
263.8
|
|
|
|
|
170.1
|
|
|
|
246.4
|
|
|
214.5
|
|
|
||||||
Total assets
|
|
10,190.2
|
|
|
|
4,547.3
|
|
|
|
2,258.5
|
|
|
|
|
1,172.0
|
|
|
|
1,225.9
|
|
|
1,209.4
|
|
|
||||||
Total debt
|
|
5,228.3
|
|
|
|
1,405.6
|
|
|
|
750.6
|
|
|
|
|
1,107.4
|
|
|
|
712.6
|
|
|
732.3
|
|
|
||||||
Total equity (deficit)
|
|
2,273.3
|
|
|
|
2,552.6
|
|
|
|
1,115.1
|
|
|
|
|
(200.0
|
)
|
|
|
272.4
|
|
|
241.8
|
|
|
•
|
Purchase accounting adjustment of
$76.5 million
charged to cost of sales for the manufacturer’s profit in inventory;
|
•
|
Transaction related costs, primarily comprised of professional fees, of
$92.9 million
;
|
•
|
Acquisition integration costs of
$54.8 million
primarily related to severance, professional and consulting fees.
|
•
|
Interest expense of
$223 million
primarily related to interest charges resulting from incremental debt facilities, including term loans, bonds and revolving credit borrowings, used to fund the acquisitions; and
|
•
|
Fair value loss on foreign exchange forward contract related to the Alent Acquisition of
$73.7 million
charged to other expenses.
|
•
|
Purchase accounting adjustment of
$35.5 million
charged to cost of sales for the manufacturer’s profit in inventory;
|
•
|
Transaction related costs, primarily comprised of professional fees, of
$47.8 million
;
|
•
|
Interest expense of
$38.7 million
primarily related to interest charges resulting from incremental debt facilities, including term loans, bonds and revolving credit borrowings, used to fund acquisitions; and
|
•
|
Non-cash mark-to-market charge related to the contingent consideration in connection with the MacDermid acquisition of
$29.1 million
.
|
•
|
Non-cash charge related to the preferred share dividend rights of the Founders entities of
$172 million
;
|
•
|
Purchase accounting adjustment of
$23.9 million
charged to cost of sales for the manufacturer’s profit in inventory; and
|
•
|
Transaction related costs, primarily comprised of professional fees, of
$15.2 million
.
|
•
|
Transaction related costs primarily for professional fees and fees paid to Predecessor stockholders resulting from management fees payable in conjunction with consummation of the MacDermid Acquisition of
$16.9 million
; and
|
•
|
Deemed compensation expense related to pre-acquisition share awards of approximately
$9.3 million
.
|
•
|
In December 2015
, we completed the Alent Acquisition by acquiring all the issued shares of Alent for approximately
$1.74 billion
in cash and
18,419,738
shares of our common stock to Alent shareholders, including Cevian Capital II Master Fund LP, the then largest shareholder of Alent. Alent is a global supplier of specialty chemicals and engineered materials used primarily in automotive and industrial applications, electronics and a supplier of high performance consumable products and services.
|
•
|
In December 2015
, we entered into Amendment No. 4, which further amended our Amended and Restated Credit Agreement in order to (i) borrow approximately
$1.05 billion
(less original issue discount of
2%
) through the establishment of the Alent U.S. Dollar Tranche B-3 Term Loan and approximately
€300 million
(less original issue discount of
2%
) through the establishment of the Alent EURO Tranche C-2 Term Loan, and (ii) increase our Revolving Credit Facility from $325 million to $500 million, which borrowings were used to fund a portion of the cash consideration for the Alent Acquisition.
|
•
|
In November 2015
, we completed the November 2015 Notes Offering of
$500 million
in aggregate principal amount of
10.375%
USD Notes due 2021 to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain persons outside of the United States pursuant to Regulation S under the Securities Act. The proceeds of this offering were used to fund a portion of the cash consideration for the Alent Acquisition.
|
•
|
In October 2015
, we completed the OMG Acquisition for a total purchase price of approximately
$237 million
, net of acquired cash and subject to purchase price adjustments. OMG’s Electronic Chemicals business is similar to the legacy MacDermid electronic chemical and surface treatment businesses, as it develops, produces and supplies chemicals for electronic and industrial applications. OMG’s Photomasks products are used by customers to produce semiconductors and related products.
|
•
|
In June 2015
, we completed the June 2015 Equity Offering of
18,226,414
shares of our common stock, which resulted in gross proceeds of approximately
$483 million
, before deducting underwriting discounts and commission and offering expenses. The June 2015 Equity Offering was a registered offering with the SEC. All of the shares sold in this offering were sold by Platform, and the proceeds were used to fund working capital and acquisition activity, including the consideration and fees paid for the OMG Acquisition.
|
•
|
In February 2015
, we completed the Arysta Acquisition for approximately
$3.50 billion
, consisting of
$2.86 billion
in net cash and the issuance of
$600 million
of Series B Convertible Preferred Stock. Arysta is a leading global provider of crop solutions with expertise in agrochemical and biological products.
|
•
|
In February 2015
, we entered into Amendment No. 3, which further amended our Amended and Restated Credit Agreement in order to borrow an additional
$500 million
(less original issue discount of
1%
) through the establishment of the Arysta U.S. Dollar Tranche B-2 Term Loan,
€83.0 million
(less original issue discount of
2%
) through the establishment of the Arysta EURO Tranche C-1 Term Loan, and
$160 million
through an increase to our Revolving Credit facility, which borrowings were used to fund a portion of the cash consideration for the Arysta Acquisition.
|
•
|
In February 2015
, we completed the February 2015 Notes Offering of
$1.10 billion
aggregate principal amount of
6.50%
USD Notes due 2022 (plus original issue premium of
$1.0 million
) and
€350 million
aggregate principal amount of
6.00%
EUR Notes due 2023 to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain persons outside of the United States pursuant to Regulation S under the Securities Act. The proceeds of this offering were used to fund a portion of the cash consideration for the Arysta Acquisition.
|
|
|
Year Ended December 31,
|
|
Year Ended
December 31, |
|
Period from
Inception (April 23, 2013) through December 31, |
|
|
January 1,
2013 through October 31, |
||||||||
(amounts in millions)
|
|
2015
|
|
2014
|
|
2013
|
|
|
2013
|
||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Net sales
|
|
$
|
2,542.3
|
|
|
$
|
843.2
|
|
|
$
|
118.2
|
|
|
|
$
|
627.7
|
|
Cost of sales
|
|
1,550.4
|
|
|
446.6
|
|
|
82.5
|
|
|
|
304.9
|
|
||||
Gross profit
|
|
991.9
|
|
|
396.6
|
|
|
35.7
|
|
|
|
322.8
|
|
||||
Selling, technical, general and administrative
|
|
857.5
|
|
|
360.9
|
|
|
55.3
|
|
|
|
211.2
|
|
||||
Non-cash charge related to preferred stock dividend rights
|
|
—
|
|
|
—
|
|
|
172.0
|
|
|
|
—
|
|
||||
Research and development
|
|
62.8
|
|
|
26.2
|
|
|
4.0
|
|
|
|
19.9
|
|
||||
Operating profit (loss)
|
|
71.6
|
|
|
9.5
|
|
|
(195.6
|
)
|
|
|
91.7
|
|
||||
Interest, net
|
|
(213.9
|
)
|
|
(37.9
|
)
|
|
(5.4
|
)
|
|
|
(45.9
|
)
|
||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(18.8
|
)
|
||||
Other expense
|
|
(87.0
|
)
|
|
(2.5
|
)
|
|
(0.4
|
)
|
|
|
(0.5
|
)
|
||||
Income tax (expense) benefit
|
|
(75.1
|
)
|
|
6.7
|
|
|
5.8
|
|
|
|
(13.0
|
)
|
||||
Net (loss) income
|
|
$
|
(304.4
|
)
|
|
$
|
(24.2
|
)
|
|
$
|
(195.6
|
)
|
|
|
$
|
13.5
|
|
(amounts in millions)
|
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
$ Change
|
||||||
|
|
2015
|
|
2014
|
|
|
||||||
Net sales
|
|
$
|
1,832.9
|
|
|
$
|
88.0
|
|
|
$
|
1,744.9
|
|
Cost of sales
|
|
1,210.6
|
|
|
76.9
|
|
|
1,133.7
|
|
|||
Gross profit
|
|
622.3
|
|
|
11.1
|
|
|
611.2
|
|
|||
Selling, technical, general and administrative
|
|
508.7
|
|
|
31.4
|
|
|
477.3
|
|
|||
Research and development
|
|
40.2
|
|
|
2.1
|
|
|
38.1
|
|
|||
Operating profit (loss)
|
|
73.4
|
|
|
(22.4
|
)
|
|
95.8
|
|
|
|
Year Ended December 31,
|
||||||
(amounts in millions)
|
|
2015
|
|
2014
|
||||
Net sales
|
|
$
|
2,542.3
|
|
|
$
|
843.2
|
|
|
|
Year Ended December 31, 2015
|
|||||
(amounts in millions)
|
|
$ Change
|
|
% Change
|
|||
Change, adjusted for acquisitions and foreign currency translation
|
|
$
|
11.8
|
|
|
1.4
|
%
|
- Acquisitions
|
|
1,744.9
|
|
|
207
|
%
|
|
- Foreign Currency Translation
|
|
(57.6
|
)
|
|
(6.8
|
)%
|
|
Total Change
|
|
$
|
1,699.1
|
|
|
202
|
%
|
|
Year Ended December 31,
|
||||||
(amounts in millions)
|
2015
|
|
2014
|
||||
Cost of sales
|
$
|
1,550.4
|
|
|
$
|
446.6
|
|
|
|
Year Ended December 31, 2015
|
|||||
(amounts in millions)
|
|
$ Change
|
|
% Change
|
|||
Change, adjusted for acquisitions and foreign currency translation
|
|
$
|
(1.0
|
)
|
|
(0.2
|
)%
|
- Acquisitions
|
|
1,133.7
|
|
|
254
|
%
|
|
- Foreign Currency Translation
|
|
(28.9
|
)
|
|
(6.5
|
)%
|
|
Total Change
|
|
$
|
1,103.8
|
|
|
247
|
%
|
|
|
Year Ended December 31,
|
||||||
(amounts in millions)
|
|
2015
|
|
2014
|
||||
Gross profit
|
|
$
|
991.9
|
|
|
$
|
396.6
|
|
|
|
Year Ended December 31, 2015
|
|||||
(amounts in millions)
|
|
$ Change
|
|
% Change
|
|||
Change, adjusted for acquisitions and foreign currency translation
|
|
$
|
12.8
|
|
|
3.2
|
%
|
- Acquisitions
|
|
611.2
|
|
|
154
|
%
|
|
- Foreign Currency Translation
|
|
(28.7
|
)
|
|
(7.2
|
)%
|
|
Total Change
|
|
$
|
595.3
|
|
|
150
|
%
|
|
|
Year Ended December 31,
|
||||||
(amounts in millions)
|
|
2015
|
|
2014
|
||||
Selling, technical, general and administrative
|
|
$
|
857.5
|
|
|
$
|
360.9
|
|
|
|
Year Ended December 31, 2015
|
|||||
(amounts in millions)
|
|
$ Change
|
|
% Change
|
|||
Change, adjusted for acquisitions and foreign currency translation
|
|
$
|
37.2
|
|
|
10.3
|
%
|
- Acquisitions
|
|
477.3
|
|
|
132
|
%
|
|
- Foreign Currency Translation
|
|
(17.9
|
)
|
|
(5.0
|
)%
|
|
Total Change
|
|
$
|
496.6
|
|
|
138
|
%
|
|
|
Year Ended December 31,
|
||||||
(amounts in millions)
|
|
2015
|
|
2014
|
||||
Research and development
|
|
$
|
62.8
|
|
|
$
|
26.2
|
|
|
|
Year Ended December 31, 2015
|
|||||
(amounts in millions)
|
|
$ Change
|
|
% Change
|
|||
Change, adjusted for acquisitions and foreign currency translation
|
|
$
|
(1.2
|
)
|
|
(4.6
|
)%
|
- Acquisitions
|
|
38.1
|
|
|
145
|
%
|
|
- Foreign Currency Translation
|
|
(0.3
|
)
|
|
(1.1
|
)%
|
|
Total Change
|
|
$
|
36.6
|
|
|
140
|
%
|
|
|
Year Ended December 31,
|
||||||
(amounts in millions)
|
|
2015
|
|
2014
|
||||
Operating profit (loss)
|
|
$
|
71.6
|
|
|
$
|
9.5
|
|
|
|
Year Ended December 31, 2015
|
|||||
(amounts in millions)
|
|
$ Change
|
|
% Change
|
|||
Change, adjusted for acquisitions and foreign currency translation
|
|
$
|
(23.2
|
)
|
|
(244
|
)%
|
- Acquisitions
|
|
95.8
|
|
|
1,008
|
%
|
|
- Foreign Currency Translation
|
|
(10.5
|
)
|
|
(111
|
)%
|
|
Total Change
|
|
$
|
62.1
|
|
|
654
|
%
|
|
|
Year Ended December 31,
|
||||||
(amounts in millions)
|
|
2015
|
|
2014
|
||||
Interest expense, net
|
|
$
|
(213.9
|
)
|
|
$
|
(37.9
|
)
|
(Loss) gain on derivative contracts
|
|
(74.0
|
)
|
|
0.4
|
|
||
Foreign exchange loss
|
|
(43.4
|
)
|
|
(2.7
|
)
|
||
Other income (expense) income, net
|
|
30.4
|
|
|
(0.2
|
)
|
||
Total other expense
|
|
$
|
(300.9
|
)
|
|
$
|
(40.4
|
)
|
|
|
Year Ended December 31,
|
||||||
(amounts in millions)
|
|
2015
|
|
2014
|
||||
Income tax (expense) benefit
|
|
$
|
(75.1
|
)
|
|
$
|
6.7
|
|
Effective tax rate
|
|
(32.8
|
)%
|
|
21.7
|
%
|
|
Year Ended
December 31, |
|
Period from
Inception (April 23, 2013) through December 31, |
|
|
January 1,
2013 through October 31, |
||||||
(amounts in millions)
|
2014
|
|
2013
|
|
|
2013
|
||||||
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||
Net sales
|
$
|
843.2
|
|
|
$
|
118.2
|
|
|
|
$
|
627.7
|
|
|
Year Ended
December 31, |
|
Period from
Inception (April 23, 2013) through December 31, |
|
|
January 1,
2013 through October 31, |
||||||
(amounts in millions)
|
2014
|
|
2013
|
|
|
2013
|
||||||
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||
Cost of Sales
|
$
|
446.6
|
|
|
$
|
82.5
|
|
|
|
$
|
304.9
|
|
|
Year Ended
December 31, |
|
Period from
Inception (April 23, 2013) through December 31, |
|
|
January 1,
2013 through October 31, |
||||||
(amounts in millions)
|
2014
|
|
2013
|
|
|
2013
|
||||||
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||
Gross profit
|
$
|
396.6
|
|
|
$
|
35.7
|
|
|
|
$
|
322.8
|
|
|
Year Ended
December 31, |
|
Period from
Inception (April 23, 2013) through December 31, |
|
|
January 1,
2013 through October 31, |
||||||
(amounts in millions)
|
2014
|
|
2013
|
|
|
2013
|
||||||
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||
Non-cash charge related to preferred stock dividend rights
|
$
|
—
|
|
|
$
|
172.0
|
|
|
|
$
|
—
|
|
|
Year Ended
December 31, |
|
Period from
Inception (April 23, 2013) through December 31, |
|
|
January 1,
2013 through October 31, |
||||||
(amounts in millions)
|
2014
|
|
2013
|
|
|
2013
|
||||||
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||
Selling, technical, general and administrative
|
$
|
360.9
|
|
|
$
|
55.3
|
|
|
|
$
|
211.2
|
|
|
Year Ended
December 31, |
|
Period from
Inception (April 23, 2013) through December 31, |
|
|
January 1,
2013 through October 31, |
||||||
(amounts in millions)
|
2014
|
|
2013
|
|
|
2013
|
||||||
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||
Research and development
|
$
|
26.2
|
|
|
$
|
4.0
|
|
|
|
$
|
19.9
|
|
|
Year Ended
December 31, |
|
Period from
Inception (April 23, 2013) through December 31, |
|
|
January 1,
2013 through October 31, |
||||||
(amounts in millions)
|
2014
|
|
2013
|
|
|
2013
|
||||||
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||
Operating profit (loss)
|
$
|
9.5
|
|
|
$
|
(195.6
|
)
|
|
|
$
|
91.7
|
|
|
Year Ended
December 31, |
|
Period from
Inception (April 23, 2013) through December 31, |
|
|
January 1,
2013 through October 31, |
||||||
(amounts in millions)
|
2014
|
|
2013
|
|
|
2013
|
||||||
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||
Interest expense, net
|
$
|
(37.9
|
)
|
|
$
|
(5.4
|
)
|
|
|
$
|
(45.9
|
)
|
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
|
(18.8
|
)
|
|||
Gain on derivative contracts
|
0.4
|
|
|
0.1
|
|
|
|
(0.3
|
)
|
|||
Foreign exchange loss
|
(2.7
|
)
|
|
(0.6
|
)
|
|
|
0.5
|
|
|||
Other (expense) income, net
|
(0.2
|
)
|
|
0.1
|
|
|
|
(0.7
|
)
|
|||
Total other expense
|
$
|
(40.4
|
)
|
|
$
|
(5.8
|
)
|
|
|
$
|
(65.2
|
)
|
|
Year Ended
December 31, |
|
Period from
Inception (April 23, 2013) through December 31, |
|
|
January 1,
2013 through October 31, |
||||||
(amounts in millions)
|
2014
|
|
2013
|
|
|
2013
|
||||||
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||
Income tax benefit (expense)
|
$
|
6.7
|
|
|
$
|
5.8
|
|
|
|
$
|
(13.0
|
)
|
Effective tax rate
|
21.7
|
%
|
|
2.9
|
%
|
|
|
49.0
|
%
|
|
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Period from Inception
(April 23, 2013) through December 31, |
|
|
January 1, 2013
through October 31, |
||||||||
(amounts in millions)
|
|
2015
|
|
2014
|
|
2013
|
|
|
2013
|
||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents, beginning of the period
|
|
$
|
397.3
|
|
|
$
|
123.0
|
|
|
$
|
—
|
|
|
|
$
|
143.4
|
|
Cash provided by operating activities
|
|
320.9
|
|
|
98.2
|
|
|
7.5
|
|
|
|
56.0
|
|
||||
Cash used in investing activities
|
|
(4,256.5
|
)
|
|
(1,982.7
|
)
|
|
(920.3
|
)
|
|
|
(7.8
|
)
|
||||
Cash provided by (used in) financing activities
|
|
4,001.2
|
|
|
2,168.9
|
|
|
1,035.7
|
|
|
|
(104.3
|
)
|
||||
Exchange rate impact on cash and cash equivalents
|
|
(30.7
|
)
|
|
(10.1
|
)
|
|
0.1
|
|
|
|
(0.2
|
)
|
||||
Cash and cash equivalents, end of the period
|
|
$
|
432.2
|
|
|
$
|
397.3
|
|
|
$
|
123.0
|
|
|
|
$
|
87.1
|
|
|
|
Payment Due by Period
|
||||||||||||||||||||||||||
(amounts in millions)
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long-term debt
(1)
|
|
$
|
33.8
|
|
|
$
|
33.8
|
|
|
$
|
33.8
|
|
|
$
|
33.8
|
|
|
$
|
3,197.3
|
|
|
$
|
1,980.7
|
|
|
$
|
5,313.2
|
|
Operating leases
(2)
|
|
24.8
|
|
|
18.5
|
|
|
12.6
|
|
|
10.3
|
|
|
8.8
|
|
|
22.5
|
|
|
97.5
|
|
|||||||
Interest payments
(3)
|
|
331.9
|
|
|
330.3
|
|
|
329.7
|
|
|
326.5
|
|
|
236.3
|
|
|
151.0
|
|
|
1,705.7
|
|
|||||||
Long-term contingent consideration
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.0
|
|
|
100.0
|
|
|||||||
Principal payments on capital leases
|
|
0.9
|
|
|
0.7
|
|
|
0.5
|
|
|
0.4
|
|
|
0.3
|
|
|
1.8
|
|
|
4.6
|
|
|||||||
Purchase obligations
(5)
|
|
52.7
|
|
|
21.5
|
|
|
21.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95.7
|
|
|||||||
Other long term obligations
(6)
|
|
—
|
|
|
—
|
|
|
17.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.2
|
|
|||||||
Total cash contractual obligations
|
|
$
|
444.1
|
|
|
$
|
404.8
|
|
|
$
|
415.3
|
|
|
$
|
371.0
|
|
|
$
|
3,442.7
|
|
|
$
|
2,256.0
|
|
|
$
|
7,333.9
|
|
(1)
|
Reflects the principal payments on the Credit Facilities.
|
(2)
|
Reflects periodic payments made in accordance with operating lease agreements
|
(3)
|
Amounts are based on currently applicable interest rates in the case of variable interest rate debt.
|
(4)
|
Reflects the expected payout of 100% of the contingent purchase price related to the MacDermid Acquisition in 2021.
|
(5)
|
Purchase obligations represent amounts committed under legally enforceable supply agreements and non-cancelable purchase contracts. We do not include purchase obligations that can be canceled with a nominal fee.
|
(6)
|
Other long term obligations consist of asset retirement obligations.
|
•
|
Valuation Techniques
- The Company uses a discounted cash flow analysis, which requires assumptions about short and long-term net cash flows, growth rates, as well as discount rates. Additionally, the Company considers guideline company and guideline transaction information, where available, to aid in the valuation of the reporting units.
|
•
|
Growth Assumptions
- Multi-year financial forecasts are developed for each reporting unit by considering several key business drivers such as new business initiatives, client service and retention standards, market share changes, historical performance, and industry and economic trends, among other considerations. The annual revenue growth rates used for the initial
8
year period ranged from
1.3%
to
7.2%
for the Agro Business. The long-term growth rates used in determining the terminal value of the Agro Business were estimated at
3.0%
.
|
•
|
Discount Rate Assumptions
- Discount rates were estimated based on a Weighted Average Cost of Capital, or WACC. The WACC combines the required return on equity, based on a Modified Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, beta, small stock risk premium and a company specific risk premium, with the cost of debt, based on
BBB
rated corporate bonds, adjusted using an income tax factor. For the year ended December 31, 2015, the calculation resulted in a WACC rate of
10.0%
for the Agro Business.
|
•
|
Estimated Fair Value and Sensitivitie
s - The estimated fair value of each reporting unit is derived from the valuation techniques described above. The estimated fair value of each reporting unit is analyzed in relation to numerous market and historical factors, including current economic and market conditions, company-specific growth opportunities, and guideline company information.
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Platform’s assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of Platform’s financial statements in accordance with U.S. GAAP, and that receipts and expenditures of Platform are being made only in accordance with authorizations of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Platform’s assets that could have a material effect on its financial statements.
|
•
|
The Company did not design and maintain effective controls over the accounting for acquired businesses. Specifically, the Company did not design and maintain effective controls to evaluate the reliability of information and assumptions used in purchase accounting and in the goodwill and intangible asset impairment analyses.
|
•
|
The Company did not design and maintain effective controls over completeness, existence and accuracy related to the accounting for income taxes.
|
•
|
The Company did not design and maintain effective controls over the financial close process for the Agricultural Solutions segment. Specifically, the Company did not design and maintain effective business performance review controls to assess the completeness and accuracy of financial reporting within the Agricultural Solutions segment, and did not maintain controls related to the timely and complete reconciliation of accounts for the CAS business, which is part of the Agricultural Solutions segment.
|
•
|
implementing a global consolidation and planning system;
|
•
|
reviewing our financial reporting processes as it relates to newly-acquired businesses and non-routine transactions;
|
•
|
enhancing the monitoring controls surrounding the design and operation of our internal controls over financial reporting and the financial performance of our newly-acquired businesses;
|
•
|
implementing a global tax reporting system;
|
•
|
reviewing of our tax accounting process to identify and implement enhanced tax accounting processes and related internal control procedures;
|
•
|
enhancing our financial planning and analysis function within our businesses and at the corporate level;
|
•
|
adding further qualified resources to our corporate and segment staff as we further enhance our internal control structure;
|
•
|
enhancing the controllership function in our newly-acquired businesses; and
|
•
|
enhancing training and education programs for financial personnel responsible for the accounting for newly acquired businesses and non-routine transactions, income taxes and account reconciliations.
|
|
|
|
|
Incorporated by Reference
|
|
Included in this Annual Report
|
||||||
Exhibit
Nb.
|
|
Exhibit Description
|
|
Form
|
|
File Nb.
|
|
Exhibit
Nb.
|
|
Filing Date
|
|
|
2.1
|
|
Share Purchase Agreement, dated as of October 20, 2014, between Nalozo S.à.r.l. and Platform
|
|
8-K
|
|
001-36272
|
|
2.1
|
|
10/21/2014
|
|
|
2.2
|
|
Amendment Agreement dated as of December 2, 2014, between Nalozo S.à.r.l. and Platform
|
|
8-K
|
|
001-36272
|
|
2.1
|
|
12/4/2014
|
|
|
2.3
|
|
Amendment Agreement, dated as of February 11, 2015, between Nalozo S.à.r.l., Nalozo L.P. and Platform
|
|
8-K
|
|
001-36272
|
|
2.3
|
|
2/17/2015
|
|
|
2.4
|
|
Amendment Agreement, dated as of October 27, 2015, between Nalozo S.à.r.l., Nalozo L.P. and Platform
|
|
8-K
|
|
001-36272
|
|
2.4
|
|
10/30/2015
|
|
|
2.5
|
|
Rule 2.7 Announcement, dated as of July 13, 2015
|
|
8-K
|
|
001-36272
|
|
2.1
|
|
7/13/2015
|
|
|
2.6
|
|
Co-operation Agreement, dated as of July 13, 2015, by and among Platform, MacDermid Performance Acquisitions Ltd. and Alent plc
|
|
8-K
|
|
001-36272
|
|
2.2
|
|
7/13/2015
|
|
|
3.1 (a)
|
|
Certificate of Incorporation
|
|
S-4 POS
|
|
333-192778
|
|
3.1
|
|
1/24/2014
|
|
|
3.1 (b)
|
|
Certificate of Amendment of Certificate of Incorporation
|
|
8-K
|
|
001-36272
|
|
3.1
|
|
6/13/2014
|
|
|
3.1 (c)
|
|
Certificate of Designation of Series B Convertible Preferred Stock
|
|
8-K
|
|
001-36272
|
|
3.1
|
|
2/17/2015
|
|
|
3.2
|
|
Amended and Restated By-laws
|
|
10-K
|
|
001-36272
|
|
3.2
|
|
3/31/2014
|
|
|
4.1
|
|
Specimen Common Stock certificate
|
|
S-4/A
|
|
333-192778
|
|
4.1
|
|
1/2/2014
|
|
|
4.2
|
|
Indenture, dated as of February 2, 2015, among Escrow Issuer, the Trustee and the EUR Agent
|
|
8-K
|
|
001-36272
|
|
4.1
|
|
2/3/2015
|
|
|
4.3
|
|
Supplemental Indenture, dated as of February 13, 2015, among Platform, the Initial Guarantors, the Trustee and the EUR Agent
|
|
8-K
|
|
001-36272
|
|
4.2
|
|
2/17/2015
|
|
|
4.4
|
|
Second Supplemental Indenture, dated as of May 20, 2015, among Platform, the Subsequent Guarantors, the other Guarantors, the Trustee, and the EUR Agent
|
|
|
|
|
|
|
|
|
|
X
|
4.5
|
|
Third Supplemental Indenture, dated as of January 26, 2016, among Platform, the Subsequent Guarantors, the Trustee, and the EUR Agent
|
|
|
|
|
|
|
|
|
|
X
|
4.6
|
|
Form of 6.50% senior notes due 2022 denominated in U.S. Dollars
|
|
8-K
|
|
001-36272
|
|
A-1 to 4.1
|
|
2/3/2015
|
|
|
4.7
|
|
Form of 6.00% senior notes due 2023 denominated in Euro
|
|
8-K
|
|
001-36272
|
|
A-2 to 4.1
|
|
2/3/2015
|
|
|
4.8
|
|
Indenture, dated as of November 10, 2015, among PSPC Escrow II Corp. and Trustee
|
|
8-K
|
|
001-36272
|
|
4.1
|
|
11/12/2015
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Included in this Annual Report
|
||||||
Exhibit
Nb.
|
|
Exhibit Description
|
|
Form
|
|
File Nb.
|
|
Exhibit
Nb.
|
|
Filing Date
|
|
|
4.9
|
|
Supplemental Indenture, dated as of December 1, 2015, among Platform, the Initial Guarantors and the Trustee
|
|
8-K
|
|
001-36272
|
|
4.2
|
|
12/4/2015
|
|
|
4.10
|
|
Second Supplemental Indenture, dated as of January 26, 2016, among Platform, the Subsequent Guarantors, and the Trustee
|
|
|
|
|
|
|
|
|
|
X
|
4.11
|
|
Form of 10.375% senior notes due 2021
|
|
8-K
|
|
001-36272
|
|
A to 4.1
|
|
11/12/2015
|
|
|
10.1
|
|
Joinder Agreement, dated as of December 1, 2015, among the Alent Guarantors named therein
|
|
8-K
|
|
001-36272
|
|
10.1
|
|
12/4/2015
|
|
|
10.2
|
|
Severance Agreement Letter, dated as of January 7, 2003, between MacDermid, Incorporated and Frank J. Monteiro
|
|
S-4/A
|
|
333-192778
|
|
10.2
|
|
1/2/2014
|
|
|
†10.3
|
|
Memorandum of Agreement, dated as of June 25, 2001, between MacDermid, Incorporated and John L. Cordani
|
|
S-4/A
|
|
333-192778
|
|
10.4
|
|
1/2/2014
|
|
|
†10.4
|
|
Severance Agreement, dated as of July 22, 2002, between MacDermid, Incorporated and John L. Cordani
|
|
S-4/A
|
|
333-192778
|
|
10.3
|
|
1/2/2014
|
|
|
†10.5
|
|
Amendment, dated as of October 9, 2015, to Severance Agreement, dated July 22, 2002, between Platform and John L. Cordani
|
|
8-K
|
|
001-36272
|
|
10.2
|
|
10/16/2015
|
|
|
†10.6
|
|
Severance Agreement, dated September 14, 2015, between Platform and Robert L. Worshek
|
|
8-K
|
|
001-36272
|
|
10.1
|
|
10/16/2015
|
|
|
†10.7
|
|
Letter Agreement between Platform and Sanjiv Khattri, dated as of August 12, 2015 (effective September 14, 2015)
|
|
8-K
|
|
001-36272
|
|
10.1
|
|
8/18/2015
|
|
|
†10.8
|
|
Employment Agreement, dated as of December 15, 2015, between Platform and Rakesh Sachdev (effective January 5, 2016)
|
|
8-K
|
|
001-36272
|
|
10.1
|
|
12/16/2015
|
|
|
†10.9
|
|
Time and Performance-Based Restricted Stock Unit Award Agreement by and between Platform and Rakesh Sachdev (effective January 5, 2016).
|
|
8-K
|
|
001-36272
|
|
10.2
|
|
12/16/2015
|
|
|
10.10
|
|
MacDermid, Incorporated Profit Sharing and Employee Savings Plan (as amended and restated generally effective January 1, 2010)
|
|
S-4
|
|
333-192778
|
|
10.5
|
|
12/11/2013
|
|
|
10.11
|
|
MacDermid, Incorporated Employees’ Pension Plan (as amended and restated generally effective January 1, 2009)
|
|
S-4
|
|
333-192778
|
|
10.6
|
|
12/11/2013
|
|
|
10.12
|
|
Second Amendment to MacDermid, Incorporated Employees’ Pension Plan, 2009 Restatement (effective as of January 1, 2009)
|
|
S-4/A
|
|
333-192778
|
|
10.8
|
|
1/2/2014
|
|
|
10.13
|
|
Amendment No. 1, dated as of December 13, 2013, to MacDermid, Incorporated Supplemental Executive Retirement Plan (as Previously Amended and Restated)
|
|
S-4/A
|
|
333-192778
|
|
10.9
|
|
1/2/2014
|
|
|
10.14
|
|
MacDermid, Incorporated Supplemental Executive Retirement Plan, effective April 1, 1994, as amended on February 25, 2005, and as further amended on July 11, 2013
|
|
S-4/A
|
|
333-192778
|
|
10.7
|
|
1/2/2014
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Included in this Annual Report
|
||||||
Exhibit
Nb.
|
|
Exhibit Description
|
|
Form
|
|
File Nb.
|
|
Exhibit
Nb.
|
|
Filing Date
|
|
|
†10.15
|
|
Platform Specialty Products Corporation Employee Savings and 401(k) Plan, effective as of January 1, 2014
|
|
S-8
|
|
333-205340
|
|
4.2(a)
|
|
6/29/2015
|
|
|
†10.16
|
|
Amendment No. 2 to Platform Specialty Products Corporation Employee Savings and 401(k) Plan, dated as of September 8, 2014
|
|
S-8
|
|
333-205340
|
|
4.2(b)
|
|
6/29/2015
|
|
|
†10.17
|
|
Amendment No. 3 to Platform Specialty Products Corporation Employee Savings and 401(k) Plan, dated as of November 17, 2014
|
|
S-8
|
|
333-205340
|
|
4.2(c)
|
|
6/29/2015
|
|
|
†10.18
|
|
Amendment No. 4 to Platform Specialty Products Corporation Employee Savings and 401(k) Plan, dated as of February 10, 2015
|
|
S-8
|
|
333-205340
|
|
4.2(d)
|
|
6/29/2015
|
|
|
†10.19
|
|
Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan (effective as of November 1, 2013)
|
|
DEF14A
|
|
001-36272
|
|
Appendix A
|
|
4/25/2014
|
|
|
†10.20
|
|
Platform Specialty Products Corporation 2014 Employee Stock Purchase Plan (effective as of March 6, 2014)
|
|
DEF14A
|
|
001-36272
|
|
Appendix B
|
|
4/25/2014
|
|
|
†10.21
|
|
Form of Amended and Restated Restricted Stock Unit Agreement – Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan
|
|
10-Q
|
|
001-36272
|
|
10.5
|
|
8/6/2014
|
|
|
†10.22
|
|
Form of Amended and Restated Restricted Stock Unit Agreement – Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan
|
|
8-K
|
|
001-36272
|
|
10.4
|
|
4/6/2015
|
|
|
†10.23
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement – Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan
|
|
8-K
|
|
001-36272
|
|
10.1
|
|
9/15/2015
|
|
|
†10.24
|
|
Form of Long Term Cash Bonus Award Agreement – Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan
|
|
|
|
|
|
|
|
|
|
X
|
†10.25
|
|
Form of Director and Officer Indemnification Agreement
|
|
S-4/A
|
|
333-192778
|
|
10.12
|
|
1/2/2014
|
|
|
10.26
|
|
Interim Facility Letter, dated as of July 13, 2015, by and among Platform Specialty Products Corporation, certain of its subsidiary guarantors, Credit Suisse AG and certain of its affiliates
|
|
8-K
|
|
001-36272
|
|
10.1
|
|
7/13/2015
|
|
|
10.27
|
|
Amended and Restated Credit Agreement, dated as of October 31, 2013, among, inter alia, Platform Acquisition Holding Limited, MacDermid Holdings, LLC, Matrix Acquisition Corp., MacDermid, Incorporated (as successor to Matrix Acquisition Corp., the borrower), the subsidiaries of the borrower from time to time parties thereto, the lenders from time to time parties thereto and Credit Suisse AG, as administrative agent and as collateral agent
|
|
S-4/A
|
|
333-192778
|
|
10.13
|
|
1/2/2014
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Included in this Annual Report
|
||||||
Exhibit
Nb.
|
|
Exhibit Description
|
|
Form
|
|
File Nb.
|
|
Exhibit
Nb.
|
|
Filing Date
|
|
|
10.28
|
|
Second Amended and Restated Credit Agreement, dated as of August 6, 2014, among, inter alia, the Company, MacDermid Holdings, LLC, MacDermid, Incorporated, the subsidiaries of the borrower from time to time parties thereto, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent and collateral agent
|
|
8-K
|
|
001-36272
|
|
10.1
|
|
8/8/2014
|
|
|
10.29
|
|
Amendment No. 2, dated as of August 6, 2014, among, inter alia, the Company, MacDermid Holdings, LLC, MacDermid, Incorporated, the subsidiaries of the borrower from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent
|
|
8-K
|
|
001-36272
|
|
10.2
|
|
8/8/2014
|
|
|
10.30
|
|
Incremental Amendment No. 1, dated as of October 1, 2014, among the Company, MacDermid, Incorporated, MacDermid Holdings, LLC, certain subsidiaries of MacDermid Holdings, LLC and Platform party thereto, Barclays Bank PLC, as collateral agent and administrative agent, and the lenders party thereto
|
|
8-K
|
|
001-36272
|
|
10.1
|
|
10/1/2014
|
|
|
10.31
|
|
Amendment No.3, dated February 13, 2015, among, inter alia, Platform, Holdings, MacDermid, the subsidiaries of the borrower from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent
|
|
8-K
|
|
001-36272
|
|
10.1
|
|
2/17/2015
|
|
|
10.32
|
|
Amendment No. 4, dated December 3, 2015, among, inter alia, Platform, MacDermid, the subsidiaries of the borrowers from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent
|
|
8-K
|
|
001-36272
|
|
10.3
|
|
12/4/2015
|
|
|
10.33
|
|
Form of Retaining Holder Securityholders Agreement
|
|
S-4/A
|
|
333-192778
|
|
10.14
|
|
1/2/2014
|
|
|
10.34
|
|
Advisory Services Agreement, dated October 31, 2013, by and between Platform Specialty Products Corporation and Mariposa Capital, LLC
|
|
S-4/A
|
|
333-192778
|
|
10.15
|
|
1/2/2014
|
|
|
10.35
|
|
Letter Agreement with respect to Supplemental Executive Retirement Plan payment, dated as of October 29, 2013, between Platform Acquisition Holdings Limited and Daniel H. Leever
|
|
S-4/A
|
|
333-192778
|
|
10.16
|
|
1/2/2014
|
|
|
10.36
|
|
Security Holder’s Agreement dated as of November 7, 2013
|
|
S-4/A
|
|
333-192778
|
|
10.17
|
|
1/2/2014
|
|
|
10.37
|
|
Form of Option Deeds
|
|
S-4/A
|
|
333-192778
|
|
10.19
|
|
1/2/2014
|
|
|
10.38
|
|
Form of Interest Notice
|
|
S-4/A
|
|
333-192778
|
|
10.20
|
|
1/15/2014
|
|
|
10.39
|
|
Third Amendment to Amended and Restated MacDermid, Incorporated Employees’ Pension Plan, dated as of December 13, 2013
|
|
S-4/A
|
|
333-192778
|
|
10.21
|
|
1/2/2014
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Included in this Annual Report
|
||||||
Exhibit
Nb.
|
|
Exhibit Description
|
|
Form
|
|
File Nb.
|
|
Exhibit
Nb.
|
|
Filing Date
|
|
|
†10.40
|
|
Form of Non-Qualified Stock Option Agreement – Platform Specialty Products Corporation Equity Incentive Plan
|
|
S-4/A
|
|
333-192778
|
|
10.22
|
|
1/2/2014
|
|
|
†10.41
|
|
Form of Incentive Stock Option Agreement – Platform Specialty Products Corporation Equity Incentive Plan
|
|
S-4/A
|
|
333-192778
|
|
10.23
|
|
1/2/2014
|
|
|
10.42
|
|
Amended and Restated Pledge and Security Agreement, amended and restated as of October 31, 2013
,
among Platform, MacDermid Holdings, LLC, MacDermid, Incorporated and the subsidiaries of the borrowers from time to time parties thereto in favor of Barclays Bank PLC, as collateral agent
|
|
10-K
|
|
001-36272
|
|
10.25
|
|
3/31/2014
|
|
|
10.43
|
|
Registration Rights Agreement, dated as of May 20, 2014, between Platform Specialty, the placement agents thereto and the Investors stated therein
|
|
8-K
|
|
001-36272
|
|
10.1
|
|
5/21/2014
|
|
|
10.44
|
|
Form of registration rights agreement between Platform and the purchasers of the shares in the October/November 2014 Private Placement
|
|
8-K
|
|
001-36272
|
|
10.3
|
|
10/8/2014
|
|
|
10.45
|
|
Registration Rights Agreement, dated as of February 13, 2015, between Platform and Nalozo L.P.
|
|
8-K
|
|
001-36272
|
|
10.2
|
|
2/17/2015
|
|
|
14.1
|
|
Code of Ethics for Senior Financial Officers
|
|
10-K
|
|
001-36272
|
|
14
|
|
3/31/2014
|
|
|
21.1
|
|
List of subsidiaries
|
|
|
|
|
|
|
|
|
|
X
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP
|
|
|
|
|
|
|
|
|
|
X
|
23.2
|
|
Consent of KPMG LLP
|
|
|
|
|
|
|
|
|
|
X
|
24.1
|
|
Power of Attorney (included on the signature page hereto)
|
|
|
|
|
|
|
|
|
|
X
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.1*
|
|
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
*
|
|
Furnished herewith.
|
†
|
|
This Exhibit represents a management contract or a compensatory plan.
|
|
|
|
PLATFORM SPECIALTY PRODUCTS CORPORATION
|
|||
|
|
|
|
|||
|
|
|
By:
|
|
/s/ Robert L. Worshek
|
|
|
|
|
|
|
Name: Robert L. Worshek
|
|
|
|
|
|
|
Title: Vice President and Chief Accounting Officer
|
|
|
|
|
Date:
|
|
March 11, 2016
|
Signature
|
|
Title
|
Date
|
/s/ Rakesh Sachdev
|
|
Director and Chief Executive Officer
|
March 11, 2016
|
Rakesh Sachdev
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Sanjiv Khattri
|
|
Executive Vice President and Chief Financial Officer
|
March 11, 2016
|
Sanjiv Khattri
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Robert L. Worshek
|
|
Vice President and Chief Accounting Officer
|
March 11, 2016
|
Robert L. Worshek
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
/s/ Martin E. Franklin
|
|
Chairman of the Board
|
March 11, 2016
|
Martin E. Franklin
|
|
|
|
|
|
|
|
/s/ Ian G.H. Ashken
|
|
Director
|
March 11, 2016
|
Ian G.H. Ashken
|
|
|
|
|
|
|
|
/s/ Nicolas Berggruen
|
|
Director
|
March 11, 2016
|
Nicolas Berggruen
|
|
|
|
|
|
|
|
/s/ Michael F. Goss
|
|
Director
|
March 11, 2016
|
Michael F. Goss
|
|
|
|
|
|
|
|
/s/ Ryan Israel
|
|
Director
|
March 11, 2016
|
Ryan Israel
|
|
|
|
|
|
|
|
/s / E. Stanley O’Neal
|
|
Director
|
March 11, 2016
|
E. Stanley O’Neal
|
|
|
|
Index to Consolidated Financial Statements
|
|
Page
|
|
|
|
Report of Independent Registered Public Accounting Firm – Successor
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm – Predecessor
|
|
|
|
|
|
Consolidated Financial Statements
|
|
|
|
|
|
Consolidated Statements of Operations
|
F-1
|
|
|
|
|
Consolidated Statements of Comprehensive (Loss) Income
|
F-2
|
|
|
|
|
Consolidated Balance Sheets
|
F-3
|
|
|
|
|
Consolidated Statements of Cash Flows
|
F-4
|
|
|
|
|
Consolidated Statements of Changes in Stockholders’ Equity
|
F-6
|
|
|
|
|
Notes to Consolidated Financial Statements
|
F-10
|
|
|
|
|
Financial Statement Schedule:
|
|
|
|
|
|
Schedule II – Valuation and Qualifying Accounts and Reserves
|
|
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Period from
Inception (April 23, 2013) through December 31, |
|
|
January 1,
2013 through October 31, |
||||||||
|
2015
|
|
2014
|
|
2013
|
|
|
2013
|
||||||||
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Net sales
|
$
|
2,542.3
|
|
|
$
|
843.2
|
|
|
$
|
118.2
|
|
|
|
$
|
627.7
|
|
Cost of sales
|
1,550.4
|
|
|
446.6
|
|
|
82.5
|
|
|
|
304.9
|
|
||||
Gross profit
|
991.9
|
|
|
396.6
|
|
|
35.7
|
|
|
|
322.8
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, technical, general and administrative
|
857.5
|
|
|
360.9
|
|
|
55.3
|
|
|
|
211.2
|
|
||||
Non-cash charge related to preferred stock dividend rights
|
—
|
|
|
—
|
|
|
172.0
|
|
|
|
—
|
|
||||
Research and development
|
62.8
|
|
|
26.2
|
|
|
4.0
|
|
|
|
19.9
|
|
||||
Total operating expenses
|
920.3
|
|
|
387.1
|
|
|
231.3
|
|
|
|
231.1
|
|
||||
Operating profit (loss)
|
71.6
|
|
|
9.5
|
|
|
(195.6
|
)
|
|
|
91.7
|
|
||||
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest, net
|
(213.9
|
)
|
|
(37.9
|
)
|
|
(5.4
|
)
|
|
|
(45.9
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(18.8
|
)
|
||||
(Loss) gain on derivative contracts
|
(74.0
|
)
|
|
0.4
|
|
|
0.1
|
|
|
|
(0.3
|
)
|
||||
Foreign exchange (loss) gain
|
(43.4
|
)
|
|
(2.7
|
)
|
|
(0.6
|
)
|
|
|
0.5
|
|
||||
Other income (expense), net
|
30.4
|
|
|
(0.2
|
)
|
|
0.1
|
|
|
|
(0.7
|
)
|
||||
Total other expense
|
(300.9
|
)
|
|
(40.4
|
)
|
|
(5.8
|
)
|
|
|
(65.2
|
)
|
||||
(Loss) income before income taxes, non-controlling interests and dividends on preferred shares
|
(229.3
|
)
|
|
(30.9
|
)
|
|
(201.4
|
)
|
|
|
26.5
|
|
||||
Income tax (expense) benefit
|
(75.1
|
)
|
|
6.7
|
|
|
5.8
|
|
|
|
(13.0
|
)
|
||||
Net (loss) income
|
(304.4
|
)
|
|
(24.2
|
)
|
|
(195.6
|
)
|
|
|
13.5
|
|
||||
Net (income) loss attributable to the non-controlling interests
|
(4.2
|
)
|
|
(5.7
|
)
|
|
1.4
|
|
|
|
(0.3
|
)
|
||||
Net (loss) income attributable to stockholders
|
(308.6
|
)
|
|
(29.9
|
)
|
|
(194.2
|
)
|
|
|
13.2
|
|
||||
Accrued stock dividend on Founder's preferred shares
|
—
|
|
|
(232.7
|
)
|
|
—
|
|
|
|
—
|
|
||||
Accrued payment-in-kind dividend on cumulative preferred shares
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(22.4
|
)
|
||||
Net loss attributable to common stockholders
|
$
|
(308.6
|
)
|
|
$
|
(262.6
|
)
|
|
$
|
(194.2
|
)
|
|
|
$
|
(9.2
|
)
|
Loss per share
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
(1.52
|
)
|
|
$
|
(1.94
|
)
|
|
$
|
(2.10
|
)
|
|
|
n/a
|
|
|
Diluted
|
$
|
(1.52
|
)
|
|
$
|
(1.94
|
)
|
|
$
|
(2.10
|
)
|
|
|
n/a
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
203.2
|
|
|
135.3
|
|
|
92.6
|
|
|
|
n/a
|
|
||||
Diluted
|
203.2
|
|
|
135.3
|
|
|
92.6
|
|
|
|
n/a
|
|
|
|
Year Ended
December 31,
|
|
Year Ended
December 31, |
|
Period from
Inception (April 23, 2013) through December 31, |
|
|
January 1,
2013 through October 31, |
||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
|
2013
|
||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Net (loss) income
|
|
$
|
(304.4
|
)
|
|
$
|
(24.2
|
)
|
|
$
|
(195.6
|
)
|
|
|
$
|
13.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments arising during the period
|
|
(777.1
|
)
|
|
(121.6
|
)
|
|
(0.6
|
)
|
|
|
(6.1
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Pension and post-retirement plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net actuarial (loss) gain arising during the period
|
|
(14.7
|
)
|
|
(25.3
|
)
|
|
3.8
|
|
|
|
28.4
|
|
||||
Net (gain) loss recognized during the year
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
|
2.0
|
|
||||
Translation adjustment
|
|
0.1
|
|
|
0.6
|
|
|
—
|
|
|
|
0.3
|
|
||||
|
|
(14.6
|
)
|
|
(24.7
|
)
|
|
3.6
|
|
|
|
30.7
|
|
||||
Tax benefit (expense)
|
|
3.2
|
|
|
8.0
|
|
|
(1.8
|
)
|
|
|
(10.1
|
)
|
||||
|
|
(11.4
|
)
|
|
(16.7
|
)
|
|
1.8
|
|
|
|
20.6
|
|
||||
Unrealized gain on available for sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized holding gain on available for sale securities
|
|
1.7
|
|
|
0.1
|
|
|
—
|
|
|
|
0.2
|
|
||||
Tax expense
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
|
(0.1
|
)
|
||||
|
|
1.1
|
|
|
0.1
|
|
|
—
|
|
|
|
0.1
|
|
||||
Derivative financial instrument revaluation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized hedging (loss) gain arising during the period
|
|
(12.5
|
)
|
|
(0.2
|
)
|
|
0.2
|
|
|
|
(0.3
|
)
|
||||
Tax benefit (expense)
|
|
4.4
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
|
0.1
|
|
||||
|
|
(8.1
|
)
|
|
(0.1
|
)
|
|
0.1
|
|
|
|
(0.2
|
)
|
||||
Other comprehensive (loss) income, net of tax
|
|
(795.5
|
)
|
|
(138.3
|
)
|
|
1.3
|
|
|
|
14.4
|
|
||||
Other comprehensive loss attributable to the non-controlling interests
|
|
40.0
|
|
|
6.4
|
|
|
—
|
|
|
|
—
|
|
||||
Other comprehensive (loss) income attributable to common stockholders
|
|
(755.5
|
)
|
|
(131.9
|
)
|
|
1.3
|
|
|
|
14.4
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive (loss) income
|
|
(1,059.9
|
)
|
|
(156.1
|
)
|
|
(194.3
|
)
|
|
|
27.9
|
|
||||
Comprehensive (income) loss attributable to the non-controlling interests
|
|
(4.2
|
)
|
|
(5.7
|
)
|
|
1.4
|
|
|
|
(0.3
|
)
|
||||
Comprehensive (loss) income attributable to stockholders
|
|
(1,064.1
|
)
|
|
(161.8
|
)
|
|
(192.9
|
)
|
|
|
27.6
|
|
||||
Accrued stock dividend on Founder's preferred shares
|
|
—
|
|
|
(232.7
|
)
|
|
—
|
|
|
|
—
|
|
||||
Accrued payment-in-kind dividend on cumulative preferred shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(22.4
|
)
|
||||
Comprehensive (loss) income attributable to common stockholders
|
|
$
|
(1,064.1
|
)
|
|
$
|
(394.5
|
)
|
|
$
|
(192.9
|
)
|
|
|
$
|
5.2
|
|
|
|
December 31,
|
|
December 31,
|
||||
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
432.2
|
|
|
$
|
397.3
|
|
Restricted cash
|
|
0.3
|
|
|
600.0
|
|
||
Accounts receivable, net of allowance for doubtful accounts of
$14.4 and $9.6 at December 31, 2015 and 2014, respectively |
|
1,023.0
|
|
|
327.3
|
|
||
Inventories
|
|
517.5
|
|
|
205.8
|
|
||
Note receivable
|
|
125.0
|
|
|
—
|
|
||
Prepaid expenses
|
|
72.2
|
|
|
14.5
|
|
||
Other current assets
|
|
100.3
|
|
|
31.6
|
|
||
Total current assets
|
|
2,270.5
|
|
|
1,576.5
|
|
||
Property, plant and equipment, net
|
|
491.6
|
|
|
178.6
|
|
||
Goodwill
|
|
4,021.9
|
|
|
1,405.3
|
|
||
Intangible assets, net
|
|
3,314.3
|
|
|
1,341.5
|
|
||
Other assets
|
|
91.9
|
|
|
45.4
|
|
||
Total assets
|
|
$
|
10,190.2
|
|
|
$
|
4,547.3
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
450.3
|
|
|
$
|
106.7
|
|
Accrued salaries, wages and employee benefits
|
|
78.1
|
|
|
31.3
|
|
||
Current installments of long-term debt and revolving credit facilities
|
|
54.7
|
|
|
13.2
|
|
||
Accrued income taxes payable
|
|
65.1
|
|
|
16.7
|
|
||
Accrued expenses and other current liabilities
|
|
414.2
|
|
|
72.8
|
|
||
Total current liabilities
|
|
1,062.4
|
|
|
240.7
|
|
||
Long-term debt
|
|
5,173.6
|
|
|
1,392.4
|
|
||
Long-term retirement benefits, less current portion
|
|
80.5
|
|
|
38.8
|
|
||
Long-term deferred income taxes
|
|
678.8
|
|
|
202.3
|
|
||
Long-term contingent consideration
|
|
70.7
|
|
|
63.9
|
|
||
Other long-term liabilities
|
|
205.0
|
|
|
56.6
|
|
||
Total liabilities
|
|
7,271.0
|
|
|
1,994.7
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
|
||
Redeemable preferred stock - Series B
|
|
645.9
|
|
|
—
|
|
||
Stockholders' Equity
|
|
|
|
|
|
|
||
Preferred stock - Series A
|
|
—
|
|
|
—
|
|
||
Common shares, 400,000,000 shares authorized, 229,464,157 and 182,066,980 shares issued and outstanding at December 31, 2015 and 2014, respectively. 10,050,290 shares declared for stock dividend at December 31, 2014
|
|
2.3
|
|
|
1.9
|
|
||
Additional paid-in capital
|
|
3,520.4
|
|
|
2,812.4
|
|
||
Accumulated deficit
|
|
(532.7
|
)
|
|
(224.1
|
)
|
||
Accumulated other comprehensive loss
|
|
(886.1
|
)
|
|
(130.6
|
)
|
||
Total stockholders' equity
|
|
2,103.9
|
|
|
2,459.6
|
|
||
Non-controlling interests
|
|
169.4
|
|
|
93.0
|
|
||
Total equity
|
|
2,273.3
|
|
|
2,552.6
|
|
||
Total liabilities, redeemable preferred stock and stockholders' equity
|
|
$
|
10,190.2
|
|
|
$
|
4,547.3
|
|
|
|
Year Ended
December 31,
|
|
Year Ended
December 31,
|
|
Period from
Inception
(April 23, 2013)
through
December 31,
|
|
|
January 1,
2013
through
October 31,
|
||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
|
2013
|
||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income
|
|
$
|
(304.4
|
)
|
|
$
|
(24.2
|
)
|
|
$
|
(195.6
|
)
|
|
|
$
|
13.5
|
|
Adjustments to reconcile net (loss) income from operations to net cash flows provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-cash charge related to preferred stock dividend rights
|
|
—
|
|
|
—
|
|
|
172.0
|
|
|
|
—
|
|
||||
Depreciation and amortization
|
|
251.0
|
|
|
88.0
|
|
|
12.8
|
|
|
|
32.8
|
|
||||
Deferred income taxes
|
|
(45.5
|
)
|
|
(43.2
|
)
|
|
(7.5
|
)
|
|
|
(4.8
|
)
|
||||
Manufacturer's profit in inventory adjustment
|
|
76.5
|
|
|
35.5
|
|
|
23.9
|
|
|
|
—
|
|
||||
Loss on foreign exchange contracts
|
|
73.1
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Non-cash fair value adjustment to contingent consideration
|
|
6.8
|
|
|
29.1
|
|
|
(0.7
|
)
|
|
|
—
|
|
||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
18.8
|
|
||||
Restructuring charges
|
|
9.1
|
|
|
1.5
|
|
|
0.8
|
|
|
|
3.6
|
|
||||
Provision for bad debt
|
|
9.2
|
|
|
1.2
|
|
|
0.3
|
|
|
|
2.1
|
|
||||
Equity compensation expense
|
|
0.8
|
|
|
1.3
|
|
|
0.5
|
|
|
|
9.3
|
|
||||
Other, net
|
|
(6.2
|
)
|
|
3.2
|
|
|
(0.9
|
)
|
|
|
1.4
|
|
||||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
66.7
|
|
|
4.9
|
|
|
6.2
|
|
|
|
(11.3
|
)
|
||||
Inventory
|
|
(7.3
|
)
|
|
11.4
|
|
|
2.1
|
|
|
|
(4.6
|
)
|
||||
Accounts payable
|
|
83.2
|
|
|
10.9
|
|
|
(0.2
|
)
|
|
|
2.4
|
|
||||
Accrued expenses
|
|
51.5
|
|
|
(15.7
|
)
|
|
(8.7
|
)
|
|
|
3.9
|
|
||||
Other assets and liabilities
|
|
56.4
|
|
|
(5.7
|
)
|
|
2.5
|
|
|
|
(11.1
|
)
|
||||
Net cash flows provided by operating activities
|
|
320.9
|
|
|
98.2
|
|
|
7.5
|
|
|
|
56.0
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capital expenditures
|
|
(47.9
|
)
|
|
(18.5
|
)
|
|
(2.3
|
)
|
|
|
(8.9
|
)
|
||||
Investment in product registrations
|
|
(34.4
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Proceeds from sale of non-financial assets
|
|
25.8
|
|
|
0.6
|
|
|
4.4
|
|
|
|
2.1
|
|
||||
Acquisition of business, net of cash acquired
|
|
(4,600.3
|
)
|
|
(1,361.8
|
)
|
|
(922.4
|
)
|
|
|
—
|
|
||||
Restricted cash
|
|
599.7
|
|
|
(600.0
|
)
|
|
—
|
|
|
|
—
|
|
||||
Purchases of marketable securities
|
|
—
|
|
|
—
|
|
|
(359.9
|
)
|
|
|
—
|
|
||||
Redemption of marketable securities
|
|
—
|
|
|
—
|
|
|
359.9
|
|
|
|
—
|
|
||||
Note receivable
|
|
(125.0
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Settlement of foreign exchange contracts in connection with acquisition
|
|
(73.1
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Other, net
|
|
(1.3
|
)
|
|
(3.0
|
)
|
|
—
|
|
|
|
(1.0
|
)
|
||||
Net cash flows used in investing activities
|
|
(4,256.5
|
)
|
|
(1,982.7
|
)
|
|
(920.3
|
)
|
|
|
(7.8
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Proceeds from issuance of debt, net of discount and premium
|
|
3,921.8
|
|
|
678.8
|
|
|
0.2
|
|
|
|
1,109.5
|
|
||||
Repayments of borrowings
|
|
(283.7
|
)
|
|
(9.1
|
)
|
|
(2.2
|
)
|
|
|
(732.9
|
)
|
||||
Payments on revolving credit facilities
|
|
(12.4
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Repurchase of Series A preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(270.2
|
)
|
||||
Advance from Platform Acquisition Holdings Limited
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
33.3
|
|
||||
Proceeds from issuance of preferred stock, net
|
|
—
|
|
|
—
|
|
|
20.0
|
|
|
|
—
|
|
||||
Proceeds from issuance of common stock, net
|
|
469.5
|
|
|
1,512.6
|
|
|
1,019.5
|
|
|
|
—
|
|
||||
Payment of accumulated dividends on Series A preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(229.8
|
)
|
||||
Payment of financing fees
|
|
(87.0
|
)
|
|
(13.2
|
)
|
|
(1.8
|
)
|
|
|
(13.6
|
)
|
||||
Change in factored liabilities
|
|
(3.9
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Other, net
|
|
(3.1
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
|
(0.6
|
)
|
||||
Net cash flows provided by (used in) financing activities
|
|
4,001.2
|
|
|
2,168.9
|
|
|
1,035.7
|
|
|
|
(104.3
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
|
(30.7
|
)
|
|
(10.1
|
)
|
|
0.1
|
|
|
|
(0.2
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
|
34.9
|
|
|
274.3
|
|
|
123.0
|
|
|
|
(56.3
|
)
|
||||
Cash and cash equivalents at beginning of period
|
|
397.3
|
|
|
123.0
|
|
|
—
|
|
|
|
143.4
|
|
||||
Cash and cash equivalents at end of period
|
|
$
|
432.2
|
|
|
$
|
397.3
|
|
|
$
|
123.0
|
|
|
|
$
|
87.1
|
|
Supplemental disclosure information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
147.6
|
|
|
$
|
36.3
|
|
|
$
|
5.1
|
|
|
|
$
|
50.0
|
|
Cash paid for income taxes
|
|
$
|
73.3
|
|
|
$
|
27.5
|
|
|
$
|
2.9
|
|
|
|
$
|
21.8
|
|
Non-cash investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unpaid capital expenditures included in accounts payable and accrued expenses
|
|
$
|
4.7
|
|
|
$
|
2.4
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Non-cash financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash paid by Platform Acquisition Holdings, Ltd for interest
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
5.0
|
|
|
|
Predecessor
|
||||||||||||||||||||||||||||||||||||||
|
|
Series A Preferred Stock
|
|
Series B Preferred Stock
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Treasury Stock
|
|
Total Stockholders' Equity
|
|
Non-controlling Interests
|
|
Total Equity
(Deficit)
|
||||||||||||||||||||
Balance at December 31, 2012
|
|
$
|
525.0
|
|
|
$
|
—
|
|
|
$
|
50.0
|
|
|
$
|
2.4
|
|
|
$
|
(273.1
|
)
|
|
$
|
(30.3
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
272.8
|
|
|
$
|
(0.3
|
)
|
|
$
|
272.5
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.2
|
|
|
—
|
|
|
—
|
|
|
13.2
|
|
|
0.3
|
|
|
13.5
|
|
||||||||||
Other comprehensive income net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.4
|
|
|
—
|
|
|
14.4
|
|
|
—
|
|
|
14.4
|
|
||||||||||
Equity compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||||||
Accrual of paid-in-kind dividend on cumulative preferred shares
|
|
20.8
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
(22.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Shares repurchased
|
|
(500.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(500.0
|
)
|
|
—
|
|
|
(500.0
|
)
|
||||||||||
Shares exchanged
|
|
(45.0
|
)
|
|
45.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Shares canceled
|
|
(0.8
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Dividend paid to non-controlling interest partner
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||||||||
Balance at October 31, 2013
|
|
$
|
—
|
|
|
$
|
46.6
|
|
|
$
|
49.6
|
|
|
$
|
2.6
|
|
|
$
|
(282.3
|
)
|
|
$
|
(15.9
|
)
|
|
$
|
—
|
|
|
$
|
(199.4
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(200.0
|
)
|
|
|
Successor
|
||||||||||||||||||||||||||||||||||||
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (loss)
|
|
Total Stockholders' Equity
|
|
Non-controlling Interests
|
|
Total Equity (Deficit)
|
||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||||
Total stockholders' equity as of April 23, 2013 (inception)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(194.2
|
)
|
|
—
|
|
|
(194.2
|
)
|
|
(1.4
|
)
|
|
(195.6
|
)
|
||||||||
Other comprehensive income net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
||||||||
Issuance of preferred shares @ $10.00 per share on April 25, 2013
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of preferred shares @ $10.00 per share with matching warrants on May 22, 2013 along with 2 matching warrants matching with previously issued preferred shares
|
|
1,999,998
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.0
|
|
|
—
|
|
|
—
|
|
|
20.0
|
|
|
—
|
|
|
20.0
|
|
||||||||
Issuance of common shares @ $10.00 per share with matching warrants on May 22, 2013
|
|
—
|
|
|
—
|
|
|
88,529,500
|
|
|
—
|
|
|
885.0
|
|
|
—
|
|
|
—
|
|
|
885.0
|
|
|
—
|
|
|
885.0
|
|
||||||||
Equity offering cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.1
|
)
|
|
—
|
|
|
—
|
|
|
(24.1
|
)
|
|
—
|
|
|
(24.1
|
)
|
||||||||
Equity compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||||||
Exercise of warrants for common shares @ $10.50 per share on October 30, 2013
|
|
—
|
|
|
—
|
|
|
13,071,199
|
|
|
—
|
|
|
137.2
|
|
|
—
|
|
|
—
|
|
|
137.2
|
|
|
—
|
|
|
137.2
|
|
||||||||
Preferred stock dividend rights
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172.0
|
|
|
—
|
|
|
—
|
|
|
172.0
|
|
|
—
|
|
|
172.0
|
|
||||||||
Exercise of warrants for common shares @ $10.50 on November 13, 2013
|
|
—
|
|
|
—
|
|
|
391,081
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
4.1
|
|
||||||||
Issuance of common shares @ $10.50 per share on November 13, 2013
|
|
—
|
|
|
—
|
|
|
761,904
|
|
|
—
|
|
|
8.0
|
|
|
—
|
|
|
—
|
|
|
8.0
|
|
|
—
|
|
|
8.0
|
|
||||||||
Exchange of warrants for common shares @ $11.50 per share on November 20, 2013
|
|
—
|
|
|
—
|
|
|
466,666
|
|
|
—
|
|
|
5.4
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
|
—
|
|
|
5.4
|
|
||||||||
Issuance of common shares @ $11.00 per share on December 23, 2013
|
|
—
|
|
|
—
|
|
|
351,591
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
||||||||
Assignment of value for non controlling interest in business acquisition
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97.4
|
|
|
97.4
|
|
||||||||
Balance at December 31, 2013
|
|
2,000,000
|
|
|
$
|
—
|
|
|
103,571,941
|
|
|
$
|
—
|
|
|
$
|
1,212.0
|
|
|
$
|
(194.2
|
)
|
|
$
|
1.3
|
|
|
$
|
1,019.1
|
|
|
$
|
96.0
|
|
|
$
|
1,115.1
|
|
|
Successor
|
||||||||||||||||||||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Stockholders' Equity
|
|
Non-controlling Interests
|
|
Total Equity (Deficit)
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||||||||||||||||||||||||||
Balance at December 31, 2013
|
2,000,000
|
|
|
$
|
—
|
|
|
103,571,941
|
|
|
$
|
—
|
|
|
$
|
1,212.0
|
|
|
$
|
(194.2
|
)
|
|
$
|
1.3
|
|
|
$
|
1,019.1
|
|
|
$
|
96.0
|
|
|
$
|
1,115.1
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.9
|
)
|
|
—
|
|
|
(29.9
|
)
|
|
5.7
|
|
|
(24.2
|
)
|
||||||||
Other comprehensive loss net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(131.9
|
)
|
|
(131.9
|
)
|
|
(6.4
|
)
|
|
(138.3
|
)
|
||||||||
Impact of Domestication
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common shares @ $11.00 per share on January 5, 2014
|
—
|
|
|
—
|
|
|
3,959
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common shares to Directors on 7/31/14
|
—
|
|
|
—
|
|
|
9,242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock under ESPP
|
—
|
|
|
—
|
|
|
11,139
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||||
Exercise of warrants for common shares @ $11.50
|
—
|
|
|
—
|
|
|
16,244,694
|
|
|
0.2
|
|
|
186.7
|
|
|
—
|
|
|
—
|
|
|
186.9
|
|
|
—
|
|
|
186.9
|
|
||||||||
Issuance of common shares at $19.00 per share in connection with Private Placement Offering on May 20, 2014
|
—
|
|
|
—
|
|
|
15,800,000
|
|
|
0.2
|
|
|
300.0
|
|
|
—
|
|
|
—
|
|
|
300.2
|
|
|
—
|
|
|
300.2
|
|
||||||||
Issuance costs in connection with Private Placement Offering on May 20, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.8
|
)
|
|
—
|
|
|
—
|
|
|
(13.8
|
)
|
|
—
|
|
|
(13.8
|
)
|
||||||||
Issuance of common shares at $11.00 per share in connection with 401(k) Exchange Agreement
|
—
|
|
|
—
|
|
|
1,670,386
|
|
|
—
|
|
|
18.4
|
|
|
—
|
|
|
—
|
|
|
18.4
|
|
|
—
|
|
|
18.4
|
|
||||||||
Issuance of common shares at $25.59 per share in connection with Private Placement Offering on October 8, 2014
|
—
|
|
|
—
|
|
|
16,060,960
|
|
|
0.2
|
|
|
410.8
|
|
|
—
|
|
|
—
|
|
|
411.0
|
|
|
—
|
|
|
411.0
|
|
||||||||
Issuance costs in connection with Private Placement Offering on October 8, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||||||
Issuance of common shares in connection with Agriphar Acquisition
|
—
|
|
|
—
|
|
|
711,551
|
|
|
—
|
|
|
16.6
|
|
|
—
|
|
|
—
|
|
|
16.6
|
|
|
—
|
|
|
16.6
|
|
||||||||
Issuance of common shares in connection with Chemtura Acquisition
|
—
|
|
|
—
|
|
|
2,000,000
|
|
|
—
|
|
|
52.0
|
|
|
—
|
|
|
—
|
|
|
52.0
|
|
|
—
|
|
|
52.0
|
|
||||||||
Issuance of common shares at $25.59 per share on November 6, 2014
|
—
|
|
|
—
|
|
|
9,404,064
|
|
|
|
|
|
240.6
|
|
|
—
|
|
|
—
|
|
|
240.6
|
|
|
—
|
|
|
240.6
|
|
||||||||
Issuance of common shares at $24.50 per share in connection with Public Offering on Nov. 17, 2014
|
—
|
|
|
—
|
|
|
16,445,000
|
|
|
0.2
|
|
|
402.7
|
|
|
—
|
|
|
—
|
|
|
402.9
|
|
|
—
|
|
|
402.9
|
|
||||||||
Issuance costs in connection with Public Offering on November 17, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.1
|
)
|
|
—
|
|
|
—
|
|
|
(15.1
|
)
|
|
—
|
|
|
(15.1
|
)
|
||||||||
Declaration of stock dividend on Founders' preferred shares
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Recovery of short swing profits, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||||||
Equity compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
||||||||
Conversion of PDH non-controlling interest to common shares
|
—
|
|
|
—
|
|
|
134,044
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
(1.5
|
)
|
|
—
|
|
||||||||
Distribution to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
||||||||
Balance at December 31, 2014
|
2,000,000
|
|
|
$
|
—
|
|
|
182,066,980
|
|
|
$
|
1.9
|
|
|
$
|
2,812.4
|
|
|
$
|
(224.1
|
)
|
|
$
|
(130.6
|
)
|
|
$
|
2,459.6
|
|
|
$
|
93.0
|
|
|
$
|
2,552.6
|
|
|
Successor
|
||||||||||||||||||||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated
Deficit |
|
Accumulated
Other Comprehensive income (loss) |
|
Total
Stockholders' Equity |
|
Non-
controlling interests |
|
Total equity
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||||
Balance at December 31, 2014
|
2,000,000
|
|
|
$
|
—
|
|
|
182,066,980
|
|
|
$
|
1.9
|
|
|
$
|
2,812.4
|
|
|
$
|
(224.1
|
)
|
|
$
|
(130.6
|
)
|
|
$
|
2,459.6
|
|
|
$
|
93.0
|
|
|
$
|
2,552.6
|
|
Net loss (income)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(308.6
|
)
|
|
—
|
|
|
(308.6
|
)
|
|
4.2
|
|
|
(304.4
|
)
|
||||||||
Other comprehensive loss, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(755.5
|
)
|
|
(755.5
|
)
|
|
(40.0
|
)
|
|
(795.5
|
)
|
||||||||
Issuance of common stock to Founder Entities as stock dividend to Series A Preferred Stock declared on December 31, 2014
|
—
|
|
|
—
|
|
|
10,050,290
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock to former non-founder director for exercise of stock options
|
—
|
|
|
—
|
|
|
75,000
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||||||
Conversion of PDH Common Stock into common stock
|
—
|
|
|
—
|
|
|
578,874
|
|
|
—
|
|
|
6.6
|
|
|
—
|
|
|
—
|
|
|
6.6
|
|
|
(6.6
|
)
|
|
—
|
|
||||||||
Issuance of common stock under ESPP
|
—
|
|
|
—
|
|
|
44,361
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
||||||||
Equity compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||||||
Acquisition of non-controlling interest with Arysta Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125.4
|
|
|
125.4
|
|
||||||||
Issuance of common stock at $26.50 per share in June 2015 Equity Offering
|
—
|
|
|
—
|
|
|
18,226,414
|
|
|
0.2
|
|
|
482.7
|
|
|
—
|
|
|
—
|
|
|
482.9
|
|
|
—
|
|
|
482.9
|
|
||||||||
Issuance costs in connection with June 2015 Equity Offering
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.0
|
)
|
|
—
|
|
|
—
|
|
|
(15.0
|
)
|
|
—
|
|
|
(15.0
|
)
|
||||||||
Issuance of common shares to non-employee
|
—
|
|
|
—
|
|
|
2,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisition of remaining interest in Arysta Colombia
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
(3.3
|
)
|
||||||||
Issuance of common shares at $12.56 per share in connection with Alent acquisition on December 1, 2015
|
—
|
|
|
—
|
|
|
18,419,738
|
|
|
0.2
|
|
|
231.2
|
|
|
—
|
|
|
—
|
|
|
231.4
|
|
|
—
|
|
|
231.4
|
|
||||||||
Sale of 50.65% ownership in Arysta Toyo Green Co LTD, including maintenance sub
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
(1.7
|
)
|
||||||||
Distribution to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
(1.6
|
)
|
||||||||
Balance at December 31, 2015
|
2,000,000
|
|
|
$
|
—
|
|
|
229,464,157
|
|
|
$
|
2.3
|
|
|
$
|
3,520.4
|
|
|
$
|
(532.7
|
)
|
|
$
|
(886.1
|
)
|
|
$
|
2,103.9
|
|
|
$
|
169.4
|
|
|
$
|
2,273.3
|
|
Buildings and building improvements (years) -
|
|
5
|
|
to
|
|
20
|
Machinery, equipment and fixtures (years) -
|
|
3
|
|
to
|
|
15
|
Computer hardware and software (years) -
|
|
3
|
|
to
|
|
5
|
Leasehold improvements -
|
|
Lesser of useful life
or lease life
|
(amounts in millions)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Alent
|
|
$
|
70.8
|
|
|
$
|
—
|
|
OMG
|
|
20.7
|
|
|
—
|
|
||
Arysta
|
|
1,197.0
|
|
|
—
|
|
||
CAS
|
|
363.0
|
|
|
61.9
|
|
||
Agriphar
|
|
181.4
|
|
|
26.1
|
|
||
Total
|
|
$
|
1,832.9
|
|
|
$
|
88.0
|
|
(amounts in millions)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Alent
|
|
$
|
(12.4
|
)
|
|
$
|
—
|
|
OMG
|
|
(0.4
|
)
|
|
—
|
|
||
Arysta
|
|
(86.7
|
)
|
|
—
|
|
||
CAS
|
|
(57.9
|
)
|
|
(20.5
|
)
|
||
Agriphar
|
|
23.9
|
|
|
(8.3
|
)
|
||
Total
|
|
$
|
(133.5
|
)
|
|
$
|
(28.8
|
)
|
(amounts in millions)
|
|
Alent
|
|
OMG
|
|
Arysta
|
|
CAS
|
|
Agriphar
|
||||||||||
Consideration
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, net
|
|
$
|
1,507.0
|
|
|
$
|
236.5
|
|
|
$
|
2,856.2
|
|
|
$
|
983.1
|
|
|
$
|
350.2
|
|
Equity Instruments
|
|
231.4
|
|
|
—
|
|
|
645.9
|
|
|
52.0
|
|
|
16.6
|
|
|||||
Long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Derivative liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|||||
Total Consideration
|
|
$
|
1,738.4
|
|
|
$
|
236.5
|
|
|
$
|
3,502.1
|
|
|
$
|
1,035.1
|
|
|
$
|
370.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisition costs
|
|
$
|
21.1
|
|
|
$
|
7.0
|
|
|
$
|
30.2
|
|
|
$
|
23.6
|
|
|
$
|
3.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Identifiable Assets acquired and Liabilities Assumed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Accounts receivable - contractual
|
|
$
|
178.0
|
|
|
$
|
33.1
|
|
|
$
|
738.9
|
|
|
$
|
172.2
|
|
|
$
|
62.7
|
|
- less uncollectible
|
|
(1.8
|
)
|
|
(1.6
|
)
|
|
(51.6
|
)
|
|
(18.0
|
)
|
|
(2.6
|
)
|
|||||
Accounts receivable - fair value
|
|
176.2
|
|
|
31.5
|
|
|
687.3
|
|
|
154.2
|
|
|
60.1
|
|
|||||
Inventories
|
|
116.1
|
|
|
13.2
|
|
|
298.0
|
|
|
132.1
|
|
|
42.7
|
|
|||||
Other current assets
|
|
29.3
|
|
|
1.6
|
|
|
126.9
|
|
|
19.1
|
|
|
0.4
|
|
|||||
Property, plant and equipment
|
|
193.0
|
|
|
35.1
|
|
|
123.6
|
|
|
24.8
|
|
|
31.7
|
|
|||||
Identifiable intangible assets
|
|
682.9
|
|
|
77.9
|
|
|
1,773.0
|
|
|
534.0
|
|
|
183.0
|
|
|||||
Other assets
|
|
33.9
|
|
|
0.2
|
|
|
41.0
|
|
|
11.4
|
|
|
4.5
|
|
|||||
Current Liabilities
|
|
(178.6
|
)
|
|
(21.5
|
)
|
|
(581.2
|
)
|
|
(69.7
|
)
|
|
(47.5
|
)
|
|||||
Non-current deferred tax liability
|
|
(139.6
|
)
|
|
(13.6
|
)
|
|
(518.4
|
)
|
|
(26.7
|
)
|
|
(64.9
|
)
|
|||||
Other long term liabilities
|
|
(317.0
|
)
|
|
(4.0
|
)
|
|
(120.4
|
)
|
|
(13.4
|
)
|
|
(9.0
|
)
|
|||||
Non controlling interest
|
|
—
|
|
|
—
|
|
|
(125.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Total identifiable net assets
|
|
596.2
|
|
|
120.4
|
|
|
1,704.6
|
|
|
765.8
|
|
|
201.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
1,142.2
|
|
|
116.1
|
|
|
1,797.5
|
|
|
269.3
|
|
|
169.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total purchase price
|
|
$
|
1,738.4
|
|
|
$
|
236.5
|
|
|
$
|
3,502.1
|
|
|
$
|
1,035.1
|
|
|
$
|
370.3
|
|
(amounts in millions)
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
||||
Revenue
|
|
$
|
3,582.4
|
|
|
$
|
3,559.2
|
|
Net (Loss) Income attributable to Stockholders
|
|
(328.1
|
)
|
|
(530.8
|
)
|
(amounts in millions)
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
||||
Revenue
|
|
$
|
1,405.9
|
|
|
$
|
731.8
|
|
Net Income (Loss) attributable to Stockholders
|
|
46.4
|
|
|
(229.5
|
)
|
(amounts in millions)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Finished goods
|
|
$
|
340.1
|
|
|
$
|
156.0
|
|
Work in process
|
|
28.5
|
|
|
0.5
|
|
||
Raw materials and supplies
|
|
148.9
|
|
|
49.3
|
|
||
Total inventory, net
|
|
$
|
517.5
|
|
|
$
|
205.8
|
|
(amounts in millions)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Land and leasehold improvements
|
|
$
|
107.9
|
|
|
$
|
36.6
|
|
Buildings and improvements
|
|
143.8
|
|
|
47.9
|
|
||
Machinery, equipment, fixtures and software
|
|
276.8
|
|
|
108.2
|
|
||
Assets under capital lease
|
|
|
|
|
||||
Land and buildings
|
|
6.4
|
|
|
3.2
|
|
||
Machinery and equipment
|
|
5.1
|
|
|
3.7
|
|
||
|
|
540.0
|
|
|
199.6
|
|
||
Accumulated depreciation
|
|
(64.3
|
)
|
|
(21.3
|
)
|
||
Accumulated amortization of capital leases
|
|
(5.5
|
)
|
|
(3.9
|
)
|
||
|
|
470.2
|
|
|
174.4
|
|
||
Construction in process
|
|
21.4
|
|
|
4.2
|
|
||
Property, plant and equipment, net
|
|
$
|
491.6
|
|
|
$
|
178.6
|
|
(amounts in millions)
|
|
Performance Solutions
|
|
Agricultural Solutions
|
|
Total
|
||||||
Balance, December 31, 2013
|
|
$
|
989.8
|
|
|
$
|
—
|
|
|
$
|
989.8
|
|
Addition from acquisitions
|
|
16.3
|
|
|
459.6
|
|
|
475.9
|
|
|||
Foreign currency translation and other
|
|
(44.9
|
)
|
|
(15.5
|
)
|
|
(60.4
|
)
|
|||
Balance, December 31, 2014
|
|
961.2
|
|
|
444.1
|
|
|
1,405.3
|
|
|||
Addition from acquisitions
|
|
1,258.3
|
|
|
1,697.1
|
|
|
2,955.4
|
|
|||
Purchase accounting adjustments
|
|
—
|
|
|
80.2
|
|
|
80.2
|
|
|||
Foreign currency translation and other
|
|
(72.3
|
)
|
|
(346.7
|
)
|
|
(419.0
|
)
|
|||
Balance, December 31, 2015
|
|
$
|
2,147.2
|
|
|
$
|
1,874.7
|
|
|
$
|
4,021.9
|
|
•
|
Valuation Techniques
- The Company uses a discounted cash flow analysis, which requires assumptions about short and long-term net cash flows, growth rates, as well as discount rates. Additionally, the Company considers guideline company and guideline transaction information, where available, to aid in the valuation of the reporting units.
|
•
|
Growth Assumptions
- Multi-year financial forecasts are developed for each reporting unit by considering several key business drivers such as new business initiatives, client service and retention standards, market share changes, historical performance, and industry and economic trends, among other considerations. The annual revenue growth rates used in 2015 for the initial
8
year period ranged from
1.3%
to
7.2%
for the Agro Business. The long-term growth rates used in 2015 in determining the terminal value of the Agro Business were estimated at
3.0%
.
|
•
|
Discount Rate Assumptions
- Discount rates were estimated based on a Weighted Average Cost of Capital, or WACC. The WACC combines the required return on equity, based on a Modified Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, beta, small stock risk premium and a company specific risk premium, with the cost of debt, based on
BBB
rated corporate bonds, adjusted using an income tax factor. For the period ended in 2015, the calculation resulted in a WACC rate of
10.0%
for the Agro Business. For the period ended in 2014, the calculation resulted in a WACC rate of
10.5%
for both Offshore and ASF Americas.
|
•
|
Estimated Fair Value and Sensitivitie
s - The estimated fair value of each reporting unit is derived from the valuation techniques described above. The estimated fair value of each reporting unit is analyzed in relation to numerous market and historical factors, including current economic and market conditions, company-specific growth opportunities, and guideline company information.
|
(amounts in millions)
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
|
Weighted average useful life (years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization and Foreign Exchange
|
|
Net Book Value
|
|
Gross Carrying Amount
|
|
Accumulated Amortization and Foreign Exchange
|
|
Net Book Value
|
||||||||||||
Customer lists
|
|
20.3
|
|
$
|
1,297.2
|
|
|
$
|
(184.0
|
)
|
|
$
|
1,113.2
|
|
|
$
|
613.6
|
|
|
$
|
(71.6
|
)
|
|
$
|
542.0
|
|
Developed technology
(1)
|
|
11.8
|
|
2,260.9
|
|
|
(440.4
|
)
|
|
1,820.5
|
|
|
760.5
|
|
|
(50.8
|
)
|
|
709.7
|
|
||||||
Tradenames
|
|
12.8
|
|
24.2
|
|
|
(5.4
|
)
|
|
18.8
|
|
|
19.7
|
|
|
(1.0
|
)
|
|
18.7
|
|
||||||
Non-compete agreement
|
|
5.0
|
|
1.9
|
|
|
(0.5
|
)
|
|
1.4
|
|
|
1.9
|
|
|
(0.1
|
)
|
|
1.8
|
|
||||||
Total
|
|
15.0
|
|
$
|
3,584.2
|
|
|
$
|
(630.3
|
)
|
|
$
|
2,953.9
|
|
|
$
|
1,395.7
|
|
|
$
|
(123.5
|
)
|
|
$
|
1,272.2
|
|
(amounts in millions)
|
|
Amortization Expense
|
||
2016
|
|
$
|
265.1
|
|
2017
|
|
265.1
|
|
|
2018
|
|
265.1
|
|
|
2019
|
|
265.0
|
|
|
2020
|
|
261.3
|
|
|
Total
|
|
RSUs
|
|
Stock Options
|
||||||
|
|
Equity
Classified
|
|
Liability Classified
|
|
||||||
Outstanding as of December 31, 2013
|
250,000
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
Granted
|
481,175
|
|
|
151,352
|
|
|
329,823
|
|
|
—
|
|
Exercised/Issued
|
(9,242
|
)
|
|
(9,242
|
)
|
|
—
|
|
|
—
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Outstanding as of December 31, 2014
|
721,933
|
|
|
142,110
|
|
|
329,823
|
|
|
250,000
|
|
Granted
|
666,662
|
|
|
453,260
|
|
|
213,402
|
|
|
—
|
|
Exercised/Issued
|
(77,500
|
)
|
|
(2,500
|
)
|
|
—
|
|
|
(75,000
|
)
|
Forfeited
|
(304,659
|
)
|
|
(91,236
|
)
|
|
(213,423
|
)
|
|
—
|
|
Outstanding as of December 31, 2015
|
1,006,436
|
|
|
501,634
|
|
|
329,802
|
|
|
175,000
|
|
•
|
Risk-Free Interest Rate:
The Company determined the risk-free interest rate equivalent to the expected term based on the U.S. Treasury constant maturity rate.
|
•
|
Expected Term:
The Company determined the expected term equal to the life of the contract.
|
•
|
Expected Dividend Rate:
The Company has not paid and does not anticipate paying any cash dividends in the near future.
|
|
|
Pension & SERP Benefits:
|
|||||||||||||||||||||||||||||||
(amounts in millions)
|
|
For the year ended
December 31, 2015 |
|
For the year ended
December 31, 2014 |
|
For the period from
inception (April 23, 2013) through December 31, 2013 |
|
|
For the ten months
ended October 31, 2013 |
||||||||||||||||||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||||||||||||||||||
Net periodic benefit expense:
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
|
Domestic
|
|
Foreign
|
||||||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
0.7
|
|
|
$
|
0.1
|
|
|
|
$
|
3.6
|
|
|
$
|
0.6
|
|
Interest cost on the projected
benefit obligation
|
|
6.8
|
|
|
2.8
|
|
|
6.9
|
|
|
3.0
|
|
|
1.2
|
|
|
0.5
|
|
|
|
5.2
|
|
|
2.5
|
|
||||||||
Expected return on plan assets
|
|
(9.9
|
)
|
|
(2.7
|
)
|
|
(9.7
|
)
|
|
(3.5
|
)
|
|
(1.6
|
)
|
|
(0.7
|
)
|
|
|
(6.6
|
)
|
|
(4.1
|
)
|
||||||||
Amortization of prior service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
0.1
|
|
|
—
|
|
||||||||
Amortization of net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1.6
|
|
|
0.4
|
|
||||||||
Plan curtailments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||||
Net periodic (benefit) cost
|
|
$
|
(3.1
|
)
|
|
$
|
1.5
|
|
|
$
|
(2.8
|
)
|
|
$
|
0.3
|
|
|
$
|
(2.7
|
)
|
|
$
|
(0.1
|
)
|
|
|
$
|
3.9
|
|
|
$
|
(0.6
|
)
|
|
|
Post-retirement Benefits:
|
|||||||||||||||||||||||||||||||
(amounts in millions)
|
|
For the year ended
December 31, 2015 |
|
For the year ended
December 31, 2014 |
|
For the period from
inception (April 23, 2013) through December 31, 2013 |
|
|
For the ten months
ended October 31, 2013 |
||||||||||||||||||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||||||||||||||||||
Net periodic benefit expense:
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
|
Domestic
|
|
Foreign
|
||||||||||||||||
Service cost
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Interest cost on the projected benefit obligation
|
|
0.3
|
|
|
0.1
|
|
|
0.3
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
|
0.2
|
|
|
—
|
|
||||||||
Amortization of prior service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(0.1
|
)
|
|
—
|
|
||||||||
Net periodic cost (benefit)
|
|
$
|
0.4
|
|
|
$
|
0.2
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
|
Pension and SERP Benefits
|
|||||||||||||||||||||||
(amounts in millions)
|
|
For the year
ended
December 31, 2015 |
|
For the year ended
December 31, 2014 |
|
For the period from
inception (April 23, 2013) through December 31, 2013 |
|
|
For the ten months
ended October 31, 2013 |
||||||||||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||||||||||
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
|
Domestic
|
|
Foreign
|
||||||||
Discount rate
|
|
4.2
|
%
|
|
2.5
|
%
|
|
5.2
|
%
|
|
4.2
|
%
|
|
5.1
|
%
|
|
4.1
|
%
|
|
|
4.4
|
%
|
|
4.2
|
%
|
Rate of compensation increase
|
|
3.5
|
%
|
|
2.9
|
%
|
|
4.0
|
%
|
|
3.4
|
%
|
|
4.0
|
%
|
|
3.3
|
%
|
|
|
4.0
|
%
|
|
3.4
|
%
|
Long-term rate of return on assets
|
|
7.4
|
%
|
|
2.5
|
%
|
|
7.8
|
%
|
|
4.2
|
%
|
|
7.8
|
%
|
|
4.9
|
%
|
|
|
7.8
|
%
|
|
6.5
|
%
|
|
|
Post-retirement Medical Benefits
|
|||||||||||||||||||||||
(amounts in millions)
|
|
For the year
ended
December 31, 2015 |
|
For the year ended
December 31, 2014 |
|
For the period from
inception (April 23, 2013) through December 31, 2013 |
|
|
For the ten months
ended October 31, 2013 |
||||||||||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||||||||||
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
|
Domestic
|
|
Foreign
|
||||||||
Discount rate
|
|
4.2
|
%
|
|
14.5
|
%
|
|
5.1
|
%
|
|
12.4
|
%
|
|
5.0
|
%
|
|
11.7
|
%
|
|
|
4.4
|
%
|
|
10.8
|
%
|
Long-term rate of return on assets
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Pension and SERP Benefits
|
|||||||||||||||||||||||||||||||
(amounts in millions)
|
|
For the year ended
December 31, 2015 |
|
For the year ended
December 31, 2014 |
|
For the period from
inception (April 23, 2013) through December 31, 2013 |
|
|
For the ten months
ended October 31, 2013 |
||||||||||||||||||||||||
Change in Projected Benefit Obligation:
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||||||||||||||||||
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
|
Domestic
|
|
Foreign
|
|||||||||||||||||
Beginning of period balance
|
|
$
|
157.6
|
|
|
$
|
88.3
|
|
|
$
|
137.4
|
|
|
$
|
73.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
144.3
|
|
|
$
|
75.0
|
|
Acquisitions
|
|
82.6
|
|
|
22.6
|
|
|
—
|
|
|
—
|
|
|
142.0
|
|
|
72.9
|
|
|
|
—
|
|
|
—
|
|
||||||||
Service cost
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
0.8
|
|
|
0.7
|
|
|
0.1
|
|
|
|
3.6
|
|
|
0.6
|
|
||||||||
Plan amendments
|
|
—
|
|
|
8.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||||
Interest cost
|
|
6.8
|
|
|
2.8
|
|
|
6.9
|
|
|
3.0
|
|
|
1.2
|
|
|
0.5
|
|
|
|
5.2
|
|
|
2.5
|
|
||||||||
Plan curtailment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
0.2
|
|
|
|
—
|
|
|
—
|
|
||||||||
Actuarial (gain)/ loss due to assumption change
|
|
(11.4
|
)
|
|
0.3
|
|
|
18.1
|
|
|
20.2
|
|
|
(2.8
|
)
|
|
(0.9
|
)
|
|
|
(7.1
|
)
|
|
1.6
|
|
||||||||
Actuarial (gain)/ loss due to plan experience
|
|
(0.1
|
)
|
|
1.1
|
|
|
(0.6
|
)
|
|
1.6
|
|
|
—
|
|
|
(0.2
|
)
|
|
|
(0.6
|
)
|
|
(3.2
|
)
|
||||||||
Benefits and expenses paid
|
|
(5.0
|
)
|
|
(6.6
|
)
|
|
(4.2
|
)
|
|
(4.3
|
)
|
|
(0.7
|
)
|
|
(0.9
|
)
|
|
|
(3.4
|
)
|
|
(2.7
|
)
|
||||||||
Settlement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
|
—
|
|
|
—
|
|
||||||||
Translation adjustment
|
|
—
|
|
|
(6.1
|
)
|
|
—
|
|
|
(5.6
|
)
|
|
—
|
|
|
2.0
|
|
|
|
—
|
|
|
(0.9
|
)
|
||||||||
End of period balance
|
|
$
|
230.5
|
|
|
$
|
112.7
|
|
|
$
|
157.6
|
|
|
$
|
88.3
|
|
|
$
|
137.4
|
|
|
$
|
73.1
|
|
|
|
$
|
142.0
|
|
|
$
|
72.9
|
|
|
|
Pension and SERP Benefits
|
|||||||||||||||||||||||||||||||
(amounts in millions)
|
|
For the year ended
December 31, 2015 |
|
For the year ended
December 31, 2014 |
|
For the period from
inception (April 23, 2013) through December 31, 2013 |
|
|
For the ten months
ended October 31, 2013 |
||||||||||||||||||||||||
Change in Fair Value of Plan Assets:
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||||||||||||||||||
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
|
Domestic
|
|
Foreign
|
|||||||||||||||||
Beginning of period balance
|
|
$
|
134.0
|
|
|
$
|
94.5
|
|
|
$
|
127.0
|
|
|
$
|
88.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
102.6
|
|
|
$
|
79.6
|
|
Acquisitions
|
|
62.5
|
|
|
8.1
|
|
|
—
|
|
|
—
|
|
|
123.3
|
|
|
86.8
|
|
|
|
—
|
|
|
—
|
|
||||||||
Actual return on plan assets, net of expenses
|
|
(7.0
|
)
|
|
3.1
|
|
|
11.2
|
|
|
16.0
|
|
|
4.4
|
|
|
(2.5
|
)
|
|
|
21.7
|
|
|
7.4
|
|
||||||||
Employer contributions
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
2.5
|
|
|
|
2.3
|
|
|
2.7
|
|
||||||||
Benefits paid
|
|
(5.0
|
)
|
|
(6.6
|
)
|
|
(4.2
|
)
|
|
(3.5
|
)
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|
|
(3.3
|
)
|
|
(2.2
|
)
|
||||||||
Settlement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
|
—
|
|
|
—
|
|
||||||||
Translation adjustment
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|
(5.8
|
)
|
|
—
|
|
|
2.6
|
|
|
|
—
|
|
|
(0.7
|
)
|
||||||||
End of period balance
|
|
184.5
|
|
|
93.7
|
|
|
134.0
|
|
|
94.5
|
|
|
127.0
|
|
|
88.1
|
|
|
|
123.3
|
|
|
86.8
|
|
||||||||
Funded status of plan
|
|
$
|
(46.0
|
)
|
|
$
|
(19.0
|
)
|
|
$
|
(23.6
|
)
|
|
$
|
6.2
|
|
|
$
|
(10.4
|
)
|
|
$
|
15.0
|
|
|
|
$
|
(18.7
|
)
|
|
$
|
13.9
|
|
|
|
Post-retirement Medical Benefits
|
|||||||||||||||||||||||||||||||
(amounts in millions)
|
|
For the year ended
December 31, 2015 |
|
For the year ended
December 31, 2014 |
|
For the period from
inception (April 23, 2013) through December 31, 2013 |
|
|
For the ten months
ended October 31, 2013 |
||||||||||||||||||||||||
Change in Accumulated Post-retirement Benefit:
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||||||||||||||||||
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
|
Domestic
|
|
Foreign
|
|||||||||||||||||
Beginning of period balance
|
|
$
|
7.4
|
|
|
$
|
0.3
|
|
|
$
|
6.8
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
6.9
|
|
|
$
|
0.4
|
|
Acquisitions
|
|
2.3
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
6.7
|
|
|
0.3
|
|
|
|
—
|
|
|
—
|
|
||||||||
Service cost
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||||
Interest cost
|
|
0.3
|
|
|
0.2
|
|
|
0.3
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
|
0.2
|
|
|
—
|
|
||||||||
Employee contributions
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
0.2
|
|
|
—
|
|
||||||||
Actuarial loss/(gain) due to assumption change
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|
0.5
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||||||
Actuarial loss/(gain) due to plan experience
|
|
0.3
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(0.1
|
)
|
|
—
|
|
||||||||
Other
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||||
Benefits and expenses paid
|
|
(0.6
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
|
(0.5
|
)
|
|
—
|
|
||||||||
End of period balance
|
|
$
|
9.4
|
|
|
$
|
1.4
|
|
|
$
|
7.4
|
|
|
$
|
0.3
|
|
|
$
|
6.8
|
|
|
$
|
0.3
|
|
|
|
$
|
6.6
|
|
|
$
|
0.3
|
|
|
|
Post-retirement Medical Benefits
|
|||||||||||||||||||||||||||||||
(amounts in millions)
|
|
For the year ended
December 31, 2015 |
|
For the year ended
December 31, 2014 |
|
For the period from
inception (April 23, 2013) through December 31, 2013 |
|
|
For the ten months
ended October 31, 2013 |
||||||||||||||||||||||||
Change in Fair Value of Plan Assets:
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||||||||||||||||||
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
|
Domestic
|
|
Foreign
|
|||||||||||||||||
Beginning of period balance
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions
|
|
0.4
|
|
|
0.1
|
|
|
0.3
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
|
0.3
|
|
|
—
|
|
||||||||
Employee contributions
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
0.2
|
|
|
—
|
|
||||||||
Benefits paid
|
|
(0.6
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
|
(0.5
|
)
|
|
—
|
|
||||||||
End of period balance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||||
Funded status of plan
|
|
$
|
(9.4
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(7.4
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(6.8
|
)
|
|
$
|
(0.3
|
)
|
|
|
$
|
(6.6
|
)
|
|
$
|
(0.3
|
)
|
(amounts in millions)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Prepaid pension assets
|
|
|
|
|
||||
Foreign pension
|
|
$
|
—
|
|
|
$
|
10.2
|
|
Total included in other assets
|
|
$
|
—
|
|
|
$
|
10.2
|
|
Other current liabilities
|
|
|
|
|
|
|
||
Domestic pension
|
|
$
|
6.7
|
|
|
$
|
0.4
|
|
Foreign pension
|
|
0.6
|
|
|
—
|
|
||
Domestic post-retirement medical benefits
|
|
0.6
|
|
|
—
|
|
||
Foreign post-retirement medical benefits
|
|
0.1
|
|
|
—
|
|
||
Total included in accrued expenses and other current liabilities
|
|
$
|
8.0
|
|
|
$
|
0.4
|
|
Retirement benefits, less current portion
|
|
|
|
|
|
|
||
Domestic pension & SERP
|
|
$
|
39.3
|
|
|
$
|
23.2
|
|
Foreign pensions
|
|
18.4
|
|
|
4.0
|
|
||
Domestic post-retirement medical benefits
|
|
8.8
|
|
|
7.4
|
|
||
Foreign post-retirement medical benefits
|
|
1.3
|
|
|
0.3
|
|
||
Total included in long-term retirement benefits, less current portion
|
|
$
|
67.8
|
|
|
$
|
34.9
|
|
|
|
Pension and SERP Benefits
|
||||||||||
(amounts in millions)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
||||
Discount rate
|
|
4.6
|
%
|
|
2.8
|
%
|
|
4.2
|
%
|
|
2.5
|
%
|
Rate of compensation increase
|
|
3.5
|
%
|
|
3.4
|
%
|
|
3.5
|
%
|
|
2.9
|
%
|
|
|
Post-retirement Medical Benefits
|
||||||||||
(amounts in millions)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
||||
Discount rate
|
|
4.4
|
%
|
|
14.0
|
%
|
|
4.2
|
%
|
|
12.5
|
%
|
|
|
Pension and SERP Benefits
|
|||||||||||||||||||||||||||||||
(amounts in millions)
|
|
For the year ended
December 31, 2015 |
|
For the year ended
December 31, 2014 |
|
For the period from
inception (April 23, 2013) through December 31, 2013 |
|
|
For the ten months
ended October 31, 2013 |
||||||||||||||||||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||||||||||||||||||
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
|
Domestic
|
|
Foreign
|
||||||||||||||||
Net actuarial gain (loss)
|
|
$
|
(15.8
|
)
|
|
$
|
(10.5
|
)
|
|
$
|
(10.4
|
)
|
|
$
|
(10.1
|
)
|
|
$
|
5.7
|
|
|
$
|
(2.1
|
)
|
|
|
$
|
10.5
|
|
|
$
|
10.8
|
|
Prior service credits (costs)
|
|
—
|
|
|
(8.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
0.6
|
|
|
—
|
|
||||||||
Total
|
|
$
|
(15.8
|
)
|
|
$
|
(19.0
|
)
|
|
$
|
(10.4
|
)
|
|
$
|
(10.1
|
)
|
|
$
|
5.7
|
|
|
$
|
(2.1
|
)
|
|
|
$
|
11.1
|
|
|
$
|
10.8
|
|
|
|
Post-retirement Medical Benefits
|
|||||||||||||||||||||||||||||||
(amounts in millions)
|
|
For the year ended
December 31, 2015 |
|
For the year ended
December 31, 2014 |
|
For the period from
inception (April 23, 2013) through December 31, 2013 |
|
|
For the ten months
ended October 31, 2013 |
||||||||||||||||||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||||||||||||||||||
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
|
Domestic
|
|
Foreign
|
||||||||||||||||
Net actuarial (loss) gain
|
|
$
|
(0.4
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
Prior service (costs) credits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(0.5
|
)
|
|
0.3
|
|
||||||||
Total
|
|
$
|
(0.4
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
|
$
|
(0.4
|
)
|
|
$
|
0.2
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
(amounts in millions)
|
|
December 31, 2015
|
|
Quoted prices in
active markets (Level 1) |
|
Significant other
observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
||||||||
Asset Category
|
|
|
|
|
|
|
|
|
||||||||
Domestic equities
|
|
$
|
26.3
|
|
|
$
|
26.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign equities
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds holding domestic securities
|
|
4.9
|
|
|
4.9
|
|
|
—
|
|
|
—
|
|
||||
U.S. Treasuries
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
||||
Mutual funds holding U.S. Treasury Securities
|
|
11.9
|
|
|
11.9
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds holding fixed income securities
|
|
16.1
|
|
|
16.1
|
|
|
—
|
|
|
—
|
|
||||
Insurance "Buy-In" Policy
(b)
|
|
77.2
|
|
|
—
|
|
|
—
|
|
|
77.2
|
|
||||
Foreign public bonds
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
||||
Corporate bonds
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
||||
Designated benefit fund
(a)
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
||||
Cash and cash equivalents
|
|
11.2
|
|
|
11.2
|
|
|
—
|
|
|
—
|
|
||||
Sub-Total
|
|
158.6
|
|
|
$
|
70.7
|
|
|
$
|
10.7
|
|
|
$
|
77.2
|
|
|
Assets using NAV as a practical expedient
|
|
119.6
|
|
|
|
|
|
|
|
|||||||
Total
|
|
$
|
278.2
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
(amounts in millions)
|
|
December 31, 2014
|
|
Quoted prices in
active markets
(Level 1)
|
|
Significant other
observable inputs
(Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
|
||||||||
Domestic equities
|
|
$
|
28.9
|
|
|
$
|
28.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds holding U.S. Treasury Securities
|
|
11.8
|
|
|
11.8
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds holding domestic securities
|
|
4.8
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
||||
Designated benefit fund
(a)
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
||||
Insurance "Buy-In" Policy
(b)
|
|
83.2
|
|
|
—
|
|
|
—
|
|
|
83.2
|
|
||||
Cash and cash equivalents
|
|
12.4
|
|
|
12.4
|
|
|
—
|
|
|
—
|
|
||||
Sub-Total
|
|
142.2
|
|
|
$
|
57.9
|
|
|
$
|
1.1
|
|
|
$
|
83.2
|
|
|
Assets using NAV as a practical expedient
|
|
86.3
|
|
|
|
|
|
|
|
|||||||
Total
|
|
$
|
228.5
|
|
|
|
|
|
|
|
(a)
|
This category includes assets held in a fund with the Bank of Taiwan as prescribed by the Taiwan government in accordance with local statutory rules.
|
(b)
|
This category represents assets in the U.K Pension Plan invested in insurance contract with PIC in connection with the “Buy-In” of the U.K Pension Plan.
|
•
|
Level 1 assets include investments in publicly traded equity securities and mutual funds. These securities are actively traded and valued using quoted prices for identical securities from the market exchanges.
|
•
|
Level 2 assets include global fixed-income securities, limited partnership interests and commingled funds that are not actively traded or whose underlying investments are valued using observable marketplace inputs. The fair value of plan assets invested in fixed-income securities is generally determined using market approach pricing methodology, where observable prices are obtained by market transactions involving identical or comparable securities of issuers with similar credit ratings. Plan assets that are invested in limited partnership interests and commingled funds are valued using a unit price or net asset value (NAV) that is based on the underlying fair value of investments of the fund.
|
•
|
Level 3 assets include investments in pooled funds holding real estate in the United Kingdom which were valued using discounted cash flow models that consider long-term lease estimates, future rental receipts and estimated residual values. The decrease in fair value is attributable to a change in the discount rate used in the valuation model and foreign currency effects.
|
(amounts in millions)
|
|
Insurance "Buy-in" Policy
|
||||||
Fair value measurements using significant unobservable inputs (Level 3)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Beginning balance, January 1, 2015
|
|
$
|
83.2
|
|
|
$
|
—
|
|
Changes in fair value
|
|
(6.0
|
)
|
|
—
|
|
||
Purchases, sales and settlements
(1)
|
|
—
|
|
|
83.2
|
|
||
Transfers into Level 3
|
|
—
|
|
|
—
|
|
||
Transfers out of Level 3
|
|
—
|
|
|
—
|
|
||
Ending balance, December 31, 2015
|
|
$
|
77.2
|
|
|
$
|
83.2
|
|
|
|
Pension and SERP Benefits
|
|
Post-retirement Benefits
|
|
Total
|
||||||||||
(amounts in millions)
|
|
Domestic
|
|
Foreign
|
|
|
||||||||||
2016
|
|
$
|
11.0
|
|
|
$
|
5.2
|
|
|
$
|
0.7
|
|
|
$
|
16.9
|
|
2017
|
|
11.7
|
|
|
1.4
|
|
|
0.7
|
|
|
13.8
|
|
||||
2018
|
|
11.5
|
|
|
1.5
|
|
|
0.8
|
|
|
13.8
|
|
||||
2019
|
|
12.4
|
|
|
1.5
|
|
|
0.7
|
|
|
14.6
|
|
||||
2020
|
|
12.6
|
|
|
2.0
|
|
|
0.7
|
|
|
15.3
|
|
||||
Subsequent five years
|
|
66.8
|
|
|
9.8
|
|
|
3.6
|
|
|
80.2
|
|
||||
Total
|
|
$
|
126.0
|
|
|
$
|
21.4
|
|
|
$
|
7.2
|
|
|
$
|
154.6
|
|
(amounts in millions)
|
|
For the year ended
December 31, 2015 |
|
For the year ended
December 31, 2014 |
|
For the period
from inception (April 23, 2013) through December 31, 2013 |
|
|
For the ten months
ended October 31, 2013 |
||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Domestic
|
|
$
|
(290.8
|
)
|
|
$
|
(103.9
|
)
|
|
$
|
(7.9
|
)
|
|
|
$
|
(74.2
|
)
|
Foreign
|
|
61.5
|
|
|
73.0
|
|
|
(193.5
|
)
|
|
|
100.7
|
|
||||
Total
|
|
$
|
(229.3
|
)
|
|
$
|
(30.9
|
)
|
|
$
|
(201.4
|
)
|
|
|
$
|
26.5
|
|
(amounts in millions)
|
|
For the year ended
December 31, 2015 |
|
For the year ended
December 31, 2014 |
|
For the period from
inception (April 23, 2013) through December 31, 2013 |
|
|
For the ten months
ended October 31, 2013 |
||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Current:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.:
|
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
|
$
|
0.7
|
|
|
$
|
(0.6
|
)
|
|
$
|
0.3
|
|
|
|
$
|
(5.3
|
)
|
State and local
|
|
(0.2
|
)
|
|
0.4
|
|
|
0.1
|
|
|
|
0.3
|
|
||||
Foreign
|
|
120.1
|
|
|
36.7
|
|
|
1.3
|
|
|
|
22.8
|
|
||||
Total current
|
|
120.6
|
|
|
36.5
|
|
|
1.7
|
|
|
|
17.8
|
|
||||
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Federal
|
|
6.4
|
|
|
(18.3
|
)
|
|
(2.1
|
)
|
|
|
(3.1
|
)
|
||||
State and local
|
|
(5.2
|
)
|
|
0.4
|
|
|
(0.3
|
)
|
|
|
0.1
|
|
||||
Foreign
|
|
(46.7
|
)
|
|
(25.3
|
)
|
|
(5.1
|
)
|
|
|
(1.8
|
)
|
||||
Total deferred
|
|
(45.5
|
)
|
|
(43.2
|
)
|
|
(7.5
|
)
|
|
|
(4.8
|
)
|
||||
Income tax expense (benefit)
|
|
$
|
75.1
|
|
|
$
|
(6.7
|
)
|
|
$
|
(5.8
|
)
|
|
|
$
|
13.0
|
|
(amounts in millions)
|
|
For the year ended
December 31, 2015 |
|
For the year ended
December 31, 2014 |
|
For the period from
inception (April 23, 2013) through December 31, 2013 |
|
|
For the ten months
ended October 31, 2013 |
||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
U.S. federal statutory tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
|
35.0
|
%
|
||||
Taxes computed at U.S. statutory rate
|
|
$
|
(80.3
|
)
|
|
$
|
(10.8
|
)
|
|
$
|
(70.5
|
)
|
|
|
$
|
9.3
|
|
State income taxes, net of federal benefit
|
|
(3.6
|
)
|
|
0.8
|
|
|
0.4
|
|
|
|
(2.2
|
)
|
||||
Preferred dividend valuation
|
|
—
|
|
|
—
|
|
|
60.2
|
|
|
|
—
|
|
||||
Tax on foreign operations
|
|
5.8
|
|
|
(7.7
|
)
|
|
0.4
|
|
|
|
0.8
|
|
||||
Net change in reserve
|
|
27.5
|
|
|
1.5
|
|
|
(0.7
|
)
|
|
|
(0.1
|
)
|
||||
Change in valuation allowances
|
|
72.6
|
|
|
0.2
|
|
|
(0.9
|
)
|
|
|
3.6
|
|
||||
Provision for tax on undistributed foreign earnings
|
|
5.0
|
|
|
(3.7
|
)
|
|
0.8
|
|
|
|
(0.7
|
)
|
||||
Change of tax rate
|
|
(1.0
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
|
(0.5
|
)
|
||||
Non-deductible transaction costs
|
|
40.5
|
|
|
6.5
|
|
|
4.2
|
|
|
|
1.9
|
|
||||
Foreign exchange impact on provision
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
0.1
|
|
||||
Purchase price contingency
|
|
0.4
|
|
|
6.6
|
|
|
—
|
|
|
|
—
|
|
||||
Other non-deductible items
|
|
9.1
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Other, net
|
|
(0.9
|
)
|
|
0.4
|
|
|
0.3
|
|
|
|
0.8
|
|
||||
Income tax expense (benefit)
|
|
$
|
75.1
|
|
|
$
|
(6.7
|
)
|
|
$
|
(5.8
|
)
|
|
|
$
|
13.0
|
|
Effective tax rate
|
|
(32.8
|
)%
|
|
21.7
|
%
|
|
2.9
|
%
|
|
|
49.0
|
%
|
(amounts in millions)
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Deferred tax assets:
|
|
|
|
|
||||
Accounts receivable
|
|
$
|
8.9
|
|
|
$
|
5.9
|
|
Inventory
|
|
6.6
|
|
|
—
|
|
||
Accrued liabilities
|
|
34.8
|
|
|
3.6
|
|
||
Employee benefits
|
|
27.5
|
|
|
20.2
|
|
||
Research and development costs
|
|
11.8
|
|
|
11.2
|
|
||
Tax credits
|
|
49.3
|
|
|
39.3
|
|
||
Net operating losses
|
|
332.3
|
|
|
17.5
|
|
||
Goodwill
|
|
26.8
|
|
|
31.2
|
|
||
Financing activities
|
|
30.7
|
|
|
4.5
|
|
||
Other
|
|
41.4
|
|
|
11.9
|
|
||
Total deferred tax assets
|
|
570.1
|
|
|
145.3
|
|
||
Valuation allowance
|
|
(403.6
|
)
|
|
(19.7
|
)
|
||
Total gross deferred tax assets
|
|
166.5
|
|
|
125.6
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Plant and equipment
|
|
38.6
|
|
|
16.7
|
|
||
Intangibles
|
|
767.3
|
|
|
280.1
|
|
||
Undistributed foreign earnings
|
|
7.1
|
|
|
2.6
|
|
||
Inventory
|
|
—
|
|
|
0.8
|
|
||
Other
|
|
2.9
|
|
|
2.5
|
|
||
Total gross deferred tax liabilities
|
|
815.9
|
|
|
302.7
|
|
||
Net deferred tax liability
|
|
$
|
649.4
|
|
|
$
|
177.1
|
|
(amounts in millions)
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Net current deferred tax asset
|
|
$
|
—
|
|
|
$
|
18.7
|
|
Net non-current deferred tax asset
|
|
29.4
|
|
|
6.5
|
|
||
Net deferred tax asset
|
|
29.4
|
|
|
25.2
|
|
||
Net non-current deferred tax liability
|
|
678.8
|
|
|
202.3
|
|
||
Total net deferred tax liability
|
|
$
|
649.4
|
|
|
$
|
177.1
|
|
(amounts in millions)
|
|
For the year ended
December 31, 2015 |
|
For the year ended
December 31, 2014 |
|
For the period from
inception
(April 23,
2013) through December 31, 2013 |
|
|
For the ten months
ended
October 31,
2013 |
||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Unrecognized tax benefits at beginning of period
|
|
$
|
27.7
|
|
|
$
|
25.6
|
|
|
$
|
—
|
|
|
|
$
|
22.7
|
|
Additions based on current year tax positions
|
|
20.7
|
|
|
1.7
|
|
|
0.3
|
|
|
|
0.8
|
|
||||
Additions based upon prior year tax positions (including acquired uncertain tax positions)
|
|
72.2
|
|
|
7.4
|
|
|
26.3
|
|
|
|
0.3
|
|
||||
Reductions due to closed statutes
|
|
(2.9
|
)
|
|
(6.7
|
)
|
|
(1.0
|
)
|
|
|
(0.3
|
)
|
||||
Reductions for settlements and payments
|
|
(5.5
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
|
—
|
|
||||
Total unrecognized tax benefits at end of period
|
|
$
|
112.2
|
|
|
$
|
27.7
|
|
|
$
|
25.6
|
|
|
|
$
|
23.5
|
|
Major Jurisdictions
|
|
Open Years
|
||
Belgium
|
|
2009
|
|
through current
|
Brazil
|
|
2009
|
|
through current
|
China
|
|
2009
|
|
through current
|
France
|
|
2009
|
|
through current
|
Japan
|
|
2010
|
|
through current
|
Mexico
|
|
2010
|
|
through current
|
Netherlands
|
|
2011
|
|
through current
|
South Africa
|
|
2011
|
|
through current
|
Taiwan
|
|
2010
|
|
through current
|
United Kingdom
|
|
2009
|
|
through current
|
(amounts in millions)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Borrowings under lines of credit,
weighted average interest rate of 4.28% at December 31, 2015 |
|
$
|
16.7
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
USD Notes, due 2022,
interest at 6.50%, net of unamortized premium of $0.9 million and debt issuance costs of $19.8 million |
|
$
|
1,081.1
|
|
|
$
|
—
|
|
EUR Notes, due 2023,
interest at 6.00%, net of deferred issuance costs of $6.1 million |
|
374.0
|
|
|
—
|
|
||
USD Notes, due 2021,
interest at 10.375%, net of deferred issuance costs of $12.5 million |
|
487.5
|
|
|
—
|
|
||
First lien secured credit facility, due 2020,
interest at the greater of 5.50% or LIBOR plus 4.50%, net of debt issuance costs of $0.6 million |
|
735.6
|
|
|
743.0
|
|
||
USD Incremental Loan, due 2020,
interest at the greater of 5.50% or LIBOR plus 4.50%, net of unamortized discount of $3.5 million and debt issuance costs of $1.9 million |
|
290.8
|
|
|
292.7
|
|
||
CAS U.S. Dollar Tranche B Term Loan, due 2020,
interest at the greater of 5.50% or LIBOR plus 4.50%, net of unamortized discount of $0.5 million and debt issuance costs of $5.9 million |
|
121.9
|
|
|
121.7
|
|
||
Arysta U.S. Dollar Tranche B-2 Term Loan, due 2020,
interest at the greater of 5.50% or LIBOR plus 4.50%, net of unamortized discount of $4.2 million and debt issuance costs of $9.7 million |
|
481.2
|
|
|
—
|
|
||
Alent U.S. Dollar Tranche B-3 Term Loan, due 2020,
interest at the greater of 5.50% or LIBOR plus 4.50%, net of unamortized discount of $20.5 million and debt issuance costs of $20.0 million |
|
1,001.8
|
|
|
—
|
|
||
CAS EURO Tranche C-1 Term Loan, due 2020,
interest at the greater of 5.50% or LIBOR plus 4.50%, net of unamortized discount of $0.9 million |
|
219.0
|
|
|
246.2
|
|
||
Arysta EURO Tranche C-1 Term Loan, due 2020,
interest at the greater of 5.50% or LIBOR plus 4.50%, net of unamortized discount of $1.5 million and debt issuance costs of $0.6 million |
|
87.2
|
|
|
—
|
|
||
Alent EURO Tranche C-2 Term Loan, due 2020,
interest at the greater of 5.50% or LIBOR plus 4.50%, net of unamortized discount of $6.4 million and debt issuance costs of $5.5 million |
|
313.0
|
|
|
—
|
|
||
Other
|
|
18.5
|
|
|
2.0
|
|
||
Total debt
|
|
5,211.6
|
|
|
1,405.6
|
|
||
Less: current portion debt
|
|
(38.0
|
)
|
|
(13.2
|
)
|
||
Total long-term debt
|
|
$
|
5,173.6
|
|
|
$
|
1,392.4
|
|
(amounts in millions)
|
|
Capital Leases
|
|
Long-Term Debt
|
|
Total
|
||||||
2016
|
|
$
|
0.9
|
|
|
$
|
46.8
|
|
|
$
|
47.7
|
|
2017
|
|
0.7
|
|
|
33.8
|
|
|
34.5
|
|
|||
2018
|
|
0.5
|
|
|
33.8
|
|
|
34.3
|
|
|||
2019
|
|
0.4
|
|
|
33.8
|
|
|
34.2
|
|
|||
2020
|
|
0.3
|
|
|
3,197.3
|
|
|
3,197.6
|
|
|||
Thereafter
|
|
1.8
|
|
|
1,980.7
|
|
|
1,982.5
|
|
|||
Total
|
|
$
|
4.6
|
|
|
$
|
5,326.2
|
|
|
$
|
5,330.8
|
|
(amounts in millions)
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
|
|
|
U.S. Dollar Amount
|
|
U.S. Dollar Amount
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
|
|
Liabilities Balance Sheet Location
|
|
|
|
|
||||
Interest rate swaps
|
|
Other long-term liabilities
|
|
$
|
12.5
|
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
|
|
Assets Balance Sheet Location
|
|
|
|
|
||||
Foreign exchange and metals contracts
|
|
Prepaid expenses & other current assets
|
|
1.1
|
|
|
—
|
|
||
Foreign exchange contracts
|
|
Other assets
|
|
1.0
|
|
|
—
|
|
||
|
|
Liabilities Balance Sheet Location
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
|
Accrued expenses and other current liabilities
|
|
1.0
|
|
|
0.1
|
|
||
Total derivative contracts asset/(liability)
|
|
|
|
$
|
(11.4
|
)
|
|
$
|
(0.1
|
)
|
•
|
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
|
•
|
Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in non-active markets; and model derived valuations whose inputs are observable or whose significant valuation drivers are observable.
|
•
|
Level 3 – significant inputs to the valuation model are unobservable and/or reflect the Company’s market assumptions.
|
|
|
|
|
Fair Value Measurement Using
|
||||||||||||
(amounts in millions)
|
|
December 31, 2015
|
|
Quoted prices in
active markets
(Level 1)
|
|
Significant
other observable
inputs (Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
59.4
|
|
|
$
|
2.9
|
|
|
$
|
56.5
|
|
|
$
|
—
|
|
Available for sale equity securities
|
|
6.6
|
|
|
5.8
|
|
|
0.8
|
|
|
—
|
|
||||
Derivatives
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
||||
Total
|
|
$
|
68.1
|
|
|
$
|
8.7
|
|
|
$
|
59.4
|
|
|
$
|
—
|
|
Liability Category
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long term contingent consideration
|
|
$
|
70.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70.7
|
|
Derivatives
|
|
13.5
|
|
|
—
|
|
|
13.5
|
|
|
—
|
|
||||
Total
|
|
$
|
84.2
|
|
|
$
|
—
|
|
|
$
|
13.5
|
|
|
$
|
70.7
|
|
|
|
|
|
Fair Value Measurement Using
|
||||||||||||
(amounts in millions)
|
|
December 31, 2014
|
|
Quoted prices in
active markets
(Level 1)
|
|
Significant
other observable
inputs (Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
15.4
|
|
|
$
|
15.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available for sale equity securities
|
|
2.3
|
|
|
1.5
|
|
|
0.8
|
|
|
—
|
|
||||
Total
|
|
$
|
17.7
|
|
|
$
|
16.9
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
Liability Category
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long term contingent consideration
|
|
$
|
63.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63.9
|
|
Derivatives
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Total
|
|
$
|
64.0
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
63.9
|
|
(amounts in millions)
|
|
Long-term contingent consideration
|
||||||
Fair value measurements using significant unobservable inputs (Level 3)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Beginning balance
|
|
$
|
63.9
|
|
|
$
|
34.8
|
|
Changes in fair value
|
|
6.8
|
|
|
29.1
|
|
||
Purchases, sales and settlements
(1)
|
|
—
|
|
|
—
|
|
||
Transfers into Level 3
|
|
—
|
|
|
—
|
|
||
Transfers out of Level 3
|
|
—
|
|
|
—
|
|
||
Ending balance
|
|
$
|
70.7
|
|
|
$
|
63.9
|
|
(amounts in millions)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Carrying
Value |
|
Fair
Value |
|
Carrying
Value |
|
Fair
Value |
||||||||
USD Notes, due 2022
|
|
$
|
1,081.1
|
|
|
$
|
946.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
EUR Notes, due 2023
|
|
374.0
|
|
|
326.7
|
|
|
—
|
|
|
—
|
|
||||
USD Notes, due 2021
|
|
487.5
|
|
|
500.0
|
|
|
—
|
|
|
—
|
|
||||
First Lien Credit Facility
|
|
735.6
|
|
|
710.3
|
|
|
743.0
|
|
|
728.8
|
|
||||
USD Incremental Loan
|
|
290.8
|
|
|
285.8
|
|
|
292.7
|
|
|
293.3
|
|
||||
CAS U.S. Dollar Tranche B Term Loan
|
|
121.9
|
|
|
123.9
|
|
|
121.7
|
|
|
127.1
|
|
||||
Arysta U.S. Dollar Tranche B-2 Term Loan
|
|
481.2
|
|
|
477.7
|
|
|
—
|
|
|
—
|
|
||||
Alent U.S. Dollar Tranche B-3 Term Loan
|
|
1,001.8
|
|
|
1,005.9
|
|
|
—
|
|
|
—
|
|
||||
CAS EURO Tranche C-1 Term Loan
|
|
219.0
|
|
|
215.4
|
|
|
246.2
|
|
|
242.5
|
|
||||
Arysta EURO Tranche C-1 Term Loan
|
|
87.2
|
|
|
87.5
|
|
|
—
|
|
|
—
|
|
||||
Alent EURO Tranche C-2 Term Loan
|
|
313.0
|
|
|
321.4
|
|
|
—
|
|
|
—
|
|
||||
Enthone Financing Liability
|
|
13.0
|
|
|
13.0
|
|
|
—
|
|
|
—
|
|
||||
Capital lease obligations
|
|
5.5
|
|
|
5.3
|
|
|
2.0
|
|
|
2.6
|
|
||||
|
|
$
|
5,211.6
|
|
|
$
|
5,019.2
|
|
|
$
|
1,405.6
|
|
|
$
|
1,394.3
|
|
(amounts in millions)
|
Foreign Currency Translation Adjustments
|
|
Pension and Post-retirement Plans
|
|
Unrealized Gain on Available for Sale Securities
|
|
Derivative Financial Instrument Revaluation
|
|
Non-Controlling Interests
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||||
Balance at Inception (April 23, 2013)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive (loss) income before reclassifications, net
|
(0.6
|
)
|
|
1.8
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
1.3
|
|
||||||
Reclassifications, pretax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax (benefit) expense reclassified
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at December 31, 2013
|
(0.6
|
)
|
|
1.8
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
1.3
|
|
||||||
Other comprehensive (loss) income before reclassifications, net
|
(121.6
|
)
|
|
(16.7
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
|
6.4
|
|
|
(131.9
|
)
|
||||||
Reclassifications, pretax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax expense reclassified
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at December 31, 2014
|
(122.2
|
)
|
|
(14.9
|
)
|
|
0.1
|
|
|
—
|
|
|
6.4
|
|
|
(130.6
|
)
|
||||||
Other comprehensive (loss) income before reclassifications, net
|
(777.1
|
)
|
|
(10.9
|
)
|
|
1.1
|
|
|
(8.1
|
)
|
|
40.0
|
|
|
(755.0
|
)
|
||||||
Reclassifications, pretax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax benefit reclassified
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||||
Balance at December 31, 2015
|
$
|
(899.3
|
)
|
|
$
|
(26.3
|
)
|
|
$
|
1.2
|
|
|
$
|
(8.1
|
)
|
|
$
|
46.4
|
|
|
$
|
(886.1
|
)
|
|
|
Year Ended December 31,
|
||||||||||
(amounts in millions, except per share amounts)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net loss attributable to common stockholders
|
|
$
|
(308.6
|
)
|
|
$
|
(262.6
|
)
|
|
$
|
(194.2
|
)
|
|
|
|
|
|
|
|
||||||
Basic weighted average common stock outstanding
|
|
203.2
|
|
|
135.3
|
|
|
92.6
|
|
|||
Convertible and performance-based stock
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Dilutive weighted average common stock outstanding
|
|
203.2
|
|
|
135.3
|
|
|
92.6
|
|
|||
Loss per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
$
|
(1.52
|
)
|
|
$
|
(1.94
|
)
|
|
$
|
(2.10
|
)
|
Diluted
|
|
$
|
(1.52
|
)
|
|
$
|
(1.94
|
)
|
|
$
|
(2.10
|
)
|
|
|
Year Ended December 31,
|
|||||||
(amounts in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|||
Number of shares contingently issuable to Founder Entities as stock dividend to Series A Preferred Stock
|
|
1,239
|
|
|
10,453
|
|
|
—
|
|
Number of shares issuable upon conversion of warrants
|
|
—
|
|
|
—
|
|
|
16,248
|
|
Number of shares issuable upon conversion of PDH Common Stock
|
|
8,318
|
|
|
8,641
|
|
|
—
|
|
Number of shares issuable upon conversion of Series A Preferred Stock
|
|
2,000
|
|
|
2,000
|
|
|
—
|
|
Number of shares issuable upon conversion of Series B Convertible Preferred Stock
|
|
19,443
|
|
|
—
|
|
|
—
|
|
Number of shares contingently issuable for the contingent consideration
|
|
4,640
|
|
|
1,503
|
|
|
—
|
|
Number of shares issuable upon conversion of the 401k exchange rights
|
|
—
|
|
|
270
|
|
|
—
|
|
Number of stock options
|
|
55
|
|
|
89
|
|
|
—
|
|
Number of restricted stock shares and units
|
|
74
|
|
|
70
|
|
|
—
|
|
Number of shares issuable under the employee stock purchase plan
|
|
1
|
|
|
—
|
|
|
—
|
|
|
|
35,770
|
|
|
23,026
|
|
|
16,248
|
|
(amounts in millions)
|
|
Operating Lease Commitments
|
||
Year ending December 31,
|
|
|
||
2016
|
|
$
|
24.8
|
|
2017
|
|
18.5
|
|
|
2018
|
|
12.6
|
|
|
2019
|
|
10.3
|
|
|
2020
|
|
8.8
|
|
|
Thereafter
|
|
22.5
|
|
|
Total
|
|
$
|
97.5
|
|
(amounts in millions)
|
|
Twelve Months Ended
December 31, 2015 |
|
Twelve Months Ended
December 31, 2014 |
|
Period from inception
(April 23, 2013) through December 31, 2013 |
|
|
Period from January 1, 2013 to October 31, 2013 |
||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
AROs, beginning of period
|
|
$
|
18.5
|
|
|
$
|
4.8
|
|
|
$
|
—
|
|
|
|
$
|
2.3
|
|
Acquisitions
|
|
0.4
|
|
|
13.2
|
|
|
4.8
|
|
|
|
—
|
|
||||
Additional obligations incurred
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
|
—
|
|
||||
Accretion expense
|
|
1.0
|
|
|
0.7
|
|
|
—
|
|
|
|
0.1
|
|
||||
Remeasurements
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Payments/ settlements
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
|
(0.1
|
)
|
||||
Foreign currency adjustments
|
|
(1.8
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
|
(0.1
|
)
|
||||
AROs, end of period
|
|
$
|
17.5
|
|
|
$
|
18.5
|
|
|
$
|
4.8
|
|
|
|
$
|
2.2
|
|
(amounts in millions)
|
December 31,
2015 |
||
Assets and Liabilities of Saphyto S.A.
|
|
||
Cash and cash equivalents
|
$
|
1.2
|
|
Other current assets
|
9.9
|
|
|
Property, plant, and equipment
|
1.4
|
|
|
Other non-current assets
|
0.3
|
|
|
Total assets
|
$
|
12.8
|
|
Current liabilities
|
$
|
8.8
|
|
Total liabilities
|
$
|
8.8
|
|
(amounts in millions)
|
|
Twelve Months Ended
December 31, 2015 |
|
Twelve Months Ended
December 31, 2014 |
|
Period from inception
(April 23, 2013) through December 31, 2013 |
|
|
Ten months ended
October 31, 2013 |
||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Performance Solutions
|
|
$
|
6.9
|
|
|
$
|
1.5
|
|
|
$
|
0.8
|
|
|
|
$
|
3.6
|
|
Agricultural Solutions
|
|
18.4
|
|
|
1.5
|
|
|
—
|
|
|
|
—
|
|
||||
Total restructuring
|
|
$
|
25.3
|
|
|
$
|
3.0
|
|
|
$
|
0.8
|
|
|
|
$
|
3.6
|
|
(amounts in millions)
|
|
Twelve Months Ended
December 31, 2015 |
|
Twelve Months Ended
December 31, 2014 |
|
Period from inception
(April 23, 2013) through December 31, 2013 |
|
|
Ten months ended
October 31, 2013 |
||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Cost of sales
|
|
$
|
6.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Selling, technical, general and administrative
|
|
19.0
|
|
|
3.0
|
|
|
0.8
|
|
|
|
3.6
|
|
||||
Total restructuring
|
|
$
|
25.3
|
|
|
$
|
3.0
|
|
|
$
|
0.8
|
|
|
|
$
|
3.6
|
|
(amounts in millions)
|
|
Year Ended
December 31, 2015 |
|
Year Ended
December 31, 2014 |
|
Period from
Inception (April 23, 2013) through December 31, 2013 |
|
|
January 1,
2013 through October 31, 2013 |
||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Legal settlement
|
|
$
|
17.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Sale of intellectual property and product rights
|
|
6.1
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Acquisition put option settlement
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Other income (expense), net
|
|
3.6
|
|
|
(0.2
|
)
|
|
0.1
|
|
|
|
(0.7
|
)
|
||||
Total other income (expense), net
|
|
$
|
30.4
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.1
|
|
|
|
$
|
(0.7
|
)
|
(amounts in millions)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Accrued customer rebates and sales incentives
|
|
$
|
120.7
|
|
|
$
|
9.9
|
|
Financial guarantees and factoring
|
|
71.1
|
|
|
—
|
|
||
Accrued acquisition payable
|
|
—
|
|
|
14.3
|
|
||
Other current liabilities
|
|
222.4
|
|
|
48.6
|
|
||
Total other current liabilities
|
|
$
|
414.2
|
|
|
$
|
72.8
|
|
(amounts in millions)
|
|
Twelve Months Ended
December 31, 2015 |
|
Twelve Months Ended
December 31, 2014 |
|
Period from inception
(April 23, 2013) through December 31, 2013 |
|
|
Period from January 1, 2013 to October 31, 2013 |
||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
||||||||
Performance Solutions
|
|
$
|
800.8
|
|
|
$
|
755.2
|
|
|
$
|
118.2
|
|
|
|
$
|
627.7
|
|
Agricultural Solutions
|
|
1,741.5
|
|
|
88.0
|
|
|
—
|
|
|
|
—
|
|
||||
Consolidated net sales
|
|
$
|
2,542.3
|
|
|
$
|
843.2
|
|
|
$
|
118.2
|
|
|
|
$
|
627.7
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance Solutions
|
|
$
|
80.0
|
|
|
$
|
76.3
|
|
|
$
|
12.8
|
|
|
|
$
|
32.8
|
|
Agricultural Solutions
|
|
171.0
|
|
|
11.7
|
|
|
—
|
|
|
|
—
|
|
||||
Consolidated depreciation and amortization
|
|
$
|
251.0
|
|
|
$
|
88.0
|
|
|
$
|
12.8
|
|
|
|
$
|
32.8
|
|
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance Solutions
|
|
$
|
224.3
|
|
|
$
|
196.2
|
|
|
$
|
27.4
|
|
|
|
$
|
152.7
|
|
Agricultural Solutions
|
|
343.3
|
|
|
16.0
|
|
|
—
|
|
|
|
—
|
|
||||
Consolidated adjusted EBITDA
|
|
$
|
567.6
|
|
|
$
|
212.2
|
|
|
$
|
27.4
|
|
|
|
$
|
152.7
|
|
(amounts in millions)
|
|
Twelve Months Ended
December 31, 2015 |
|
Twelve Months Ended
December 31, 2014 |
|
Period from inception
(April 23, 2013) through December 31, 2013 |
|
|
Period from January 1, 2013 to October 31, 2013 |
||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Adjusted EBITDA
|
|
$
|
567.6
|
|
|
$
|
212.2
|
|
|
$
|
27.4
|
|
|
|
$
|
152.7
|
|
Adjustments to reconcile to net (loss) income attributable to stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
|
(222.5
|
)
|
|
(38.7
|
)
|
|
(5.5
|
)
|
|
|
(46.3
|
)
|
||||
Depreciation and amortization expense
|
|
(251.0
|
)
|
|
(88.0
|
)
|
|
(12.8
|
)
|
|
|
(32.8
|
)
|
||||
Non-cash charges related to preferred dividend rights
|
|
—
|
|
|
—
|
|
|
(172.0
|
)
|
|
|
—
|
|
||||
Legal settlement
|
|
16.0
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Acquisition put option settlement
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Restructuring and related expenses
|
|
(54.8
|
)
|
|
(3.0
|
)
|
|
(3.5
|
)
|
|
|
(4.5
|
)
|
||||
Manufacturer's profit in inventory adjustment
|
|
(76.5
|
)
|
|
(35.5
|
)
|
|
(23.9
|
)
|
|
|
—
|
|
||||
Non-cash fair value adjustment to contingent consideration
|
|
(6.8
|
)
|
|
(29.1
|
)
|
|
0.7
|
|
|
|
—
|
|
||||
Acquisition transaction costs
|
|
(92.9
|
)
|
|
(47.8
|
)
|
|
(15.2
|
)
|
|
|
(16.9
|
)
|
||||
Debt extinguishment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(18.8
|
)
|
||||
Foreign exchange loss on foreign denominated external and internal debt
|
|
(46.4
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
|
—
|
|
||||
Fair value loss on foreign exchange forward contract
|
|
(73.7
|
)
|
|
0.3
|
|
|
—
|
|
|
|
—
|
|
||||
Other income
|
|
8.7
|
|
|
(0.2
|
)
|
|
3.4
|
|
|
|
(6.9
|
)
|
||||
(Loss) income before income taxes and non-controlling interest
|
|
(229.3
|
)
|
|
(30.9
|
)
|
|
(201.4
|
)
|
|
|
26.5
|
|
||||
Income tax (expense) benefit
|
|
(75.1
|
)
|
|
6.7
|
|
|
5.8
|
|
|
|
(13.0
|
)
|
||||
Net income attributable to the non-controlling interests
|
|
(4.2
|
)
|
|
(5.7
|
)
|
|
1.4
|
|
|
|
(0.3
|
)
|
||||
Net (loss) income attributable to stockholders
|
|
$
|
(308.6
|
)
|
|
$
|
(29.9
|
)
|
|
$
|
(194.2
|
)
|
|
|
$
|
13.2
|
|
(amounts in millions)
|
|
Twelve Months Ended
December 31, 2015 |
|
Twelve Months Ended
December 31, 2014 |
|
Period from inception
(April 23, 2013) through December 31, 2013 |
|
|
Period from January 1, 2013 to October 31, 2013 |
||||||||
Net Sales:
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
United States
|
|
$
|
474.6
|
|
|
$
|
217.4
|
|
|
$
|
31.5
|
|
|
|
$
|
176.4
|
|
Foreign Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Brazil
|
|
380.6
|
|
|
70.9
|
|
|
7.4
|
|
|
|
45.7
|
|
||||
France
|
|
196.8
|
|
|
64.3
|
|
|
8.3
|
|
|
|
44.8
|
|
||||
Japan
|
|
166.6
|
|
|
22.9
|
|
|
3.6
|
|
|
|
20.0
|
|
||||
United Kingdom
|
|
127.3
|
|
|
119.1
|
|
|
17.8
|
|
|
|
93.4
|
|
||||
China
|
|
108.3
|
|
|
87.8
|
|
|
13.5
|
|
|
|
64.2
|
|
||||
Other countries
|
|
1,088.1
|
|
|
260.8
|
|
|
36.1
|
|
|
|
183.2
|
|
||||
Total Foreign Net Sales
|
|
2,067.7
|
|
|
625.8
|
|
|
86.7
|
|
|
|
451.3
|
|
||||
Total consolidated net sales
|
|
$
|
2,542.3
|
|
|
$
|
843.2
|
|
|
$
|
118.2
|
|
|
|
$
|
627.7
|
|
(amounts in millions)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Long lived assets, net
(1)
|
|
|
|
|
||||
United States
|
|
$
|
213.4
|
|
|
$
|
67.0
|
|
Foreign countries
|
|
|
|
|
|
|||
China
|
|
55.0
|
|
|
11.2
|
|
||
United Kingdom
|
|
33.6
|
|
|
28.0
|
|
||
Germany
|
|
33.0
|
|
|
0.3
|
|
||
Other countries
|
|
156.6
|
|
|
72.1
|
|
||
Total foreign countries
|
|
278.2
|
|
|
111.6
|
|
||
Total long lived assets, net
|
|
$
|
491.6
|
|
|
$
|
178.6
|
|
(amounts in millions)
|
|
Twelve Months Ended
December 31, 2015 |
|
Twelve Months Ended
December 31, 2014 |
|
Period from inception
(April 23, 2013) through December 31, 2013 |
|
|
Period from January 1, 2013 to October 31, 2013 |
||||||||
|
|
(Successor)
|
|
(Successor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Performance Solutions
|
|
|
|
|
|
|
|
|
|
||||||||
Industrial Group
|
|
$
|
387.0
|
|
|
$
|
429.4
|
|
|
$
|
67.7
|
|
|
|
$
|
353.4
|
|
Electronics Group
|
|
198.8
|
|
|
159.9
|
|
|
24.9
|
|
|
|
128.4
|
|
||||
Packaging and Printing Group
|
|
173.9
|
|
|
165.9
|
|
|
25.6
|
|
|
|
145.9
|
|
||||
Assembly Materials Group
|
|
41.1
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Performance Solutions sales
|
|
800.8
|
|
|
755.2
|
|
|
118.2
|
|
|
|
627.7
|
|
||||
Agricultural Solutions
(1)
|
|
1,741.5
|
|
|
88.0
|
|
|
—
|
|
|
|
—
|
|
||||
Total consolidated net sales
|
|
$
|
2,542.3
|
|
|
$
|
843.2
|
|
|
$
|
118.2
|
|
|
|
$
|
627.7
|
|
|
|
Successor
|
||||||||||||||
|
|
2015
|
||||||||||||||
(amounts in millions, except per share amounts)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
(as restated)
|
|
Fourth
Quarter
|
||||||||
Selected Quarterly Financial Data (Unaudited)
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
534.8
|
|
|
$
|
675.1
|
|
|
$
|
597.3
|
|
|
$
|
735.1
|
|
Gross profit
|
|
207.1
|
|
|
268.6
|
|
|
242.7
|
|
|
273.5
|
|
||||
Net loss attributable to stockholders
(a)
|
|
(26.7
|
)
|
|
(12.2
|
)
|
|
(140.1
|
)
|
|
(129.6
|
)
|
||||
Net loss attributable to common stockholders
(a)
|
|
(26.7
|
)
|
|
(12.2
|
)
|
|
(140.1
|
)
|
|
(129.6
|
)
|
||||
Basic loss per share
(a) (b)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.66
|
)
|
|
$
|
(0.60
|
)
|
Diluted loss per share
(a) (b)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.66
|
)
|
|
$
|
(0.60
|
)
|
|
|
Successor
|
||||||||||||||
|
|
2014
|
||||||||||||||
(amounts in millions, except per share amounts)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Selected Quarterly Financial Data (Unaudited)
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
183.7
|
|
|
$
|
189.1
|
|
|
$
|
196.8
|
|
|
$
|
273.6
|
|
Gross profit
|
|
84.2
|
|
|
96.7
|
|
|
103.2
|
|
|
112.5
|
|
||||
Net (loss) income attributable to stockholders
|
|
(7.4
|
)
|
|
(0.4
|
)
|
|
11.9
|
|
|
(34.0
|
)
|
||||
Net (loss) income attributable to common stockholders
|
|
(7.4
|
)
|
|
(0.4
|
)
|
|
11.9
|
|
|
(266.7
|
)
|
||||
Basic (loss) earnings per share
(b)
|
|
$
|
(0.07
|
)
|
|
$
|
—
|
|
|
$
|
0.09
|
|
|
$
|
(1.59
|
)
|
Diluted (loss) earnings per share
(b)
|
|
$
|
(0.07
|
)
|
|
$
|
—
|
|
|
$
|
0.08
|
|
|
$
|
(1.59
|
)
|
|
|
Successor
|
||||||||||
|
|
2013
|
||||||||||
(amounts in millions, except per share amounts)
|
|
Period
from Inception
(April 23, 2013)
to June 30,
2013
|
|
Third
Quarter
|
|
Fourth
Quarter
(c)
|
||||||
Selected Quarterly Financial Data (Unaudited)
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
118.2
|
|
Gross profit
|
|
—
|
|
|
—
|
|
|
35.7
|
|
|||
Net loss attributable to stockholders
|
|
(0.1
|
)
|
|
(4.7
|
)
|
|
(189.4
|
)
|
|||
Net loss attributable to common stockholders
|
|
(0.1
|
)
|
|
(4.7
|
)
|
|
(189.4
|
)
|
|||
Basic loss per share
(b)
|
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
|
$
|
(2.05
|
)
|
Diluted loss per share
(b)
|
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
|
$
|
(2.05
|
)
|
|
Predecessor
|
||||||||||||||
|
2013
|
||||||||||||||
(amounts in millions, except per share amounts)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
(d)
|
||||||||
Selected Quarterly Financial Data (Unaudited)
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
182.1
|
|
|
$
|
190.0
|
|
|
$
|
188.4
|
|
|
$
|
67.2
|
|
Gross profit
|
93.3
|
|
|
96.5
|
|
|
99.0
|
|
|
34.0
|
|
||||
Net income (loss) attributable to MacDermid, Inc.
|
15.2
|
|
|
(5.9
|
)
|
|
14.5
|
|
|
(10.6
|
)
|
||||
Basic earnings (loss) per share
(b)
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||
Diluted earnings (loss) per share
(b)
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
(a)
|
In connection with the preparation of the Company's Consolidated Financial Statements for the year ended December 31, 2015, the Company identified an error related to its income tax provision for the quarter ended September 30, 2015. For more information, see Note 26,
Restatement of Unaudited Condensed Consolidated Financial Statements (unaudited),
to the Consolidated Financial Statements.
|
(b)
|
Earnings per share calculations for each quarter are based on the weighted average number of shares outstanding for each period. As MacDermid was not a Registrant prior to the Successor 2013 Period, no earnings per share data is presented.
|
(c)
|
Platform's fourth quarter includes the results of MacDermid from November 1, 2013 through December 31, 2013.
|
(d)
|
MacDermid's fourth quarter includes results from October 1, 2013 through October 31, 2013.
|
|
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
||||||||||||||||||||
|
|
As Reported
|
|
Adjustment
|
|
As Restated
|
|
As Reported
|
|
Adjustment
|
|
As Restated
|
||||||||||||
Net sales
|
|
$
|
597.3
|
|
|
$
|
—
|
|
|
$
|
597.3
|
|
|
$
|
1,807.3
|
|
|
$
|
—
|
|
|
$
|
1,807.3
|
|
Cost of sales
|
|
354.6
|
|
|
—
|
|
|
354.6
|
|
|
1,088.8
|
|
|
—
|
|
|
1,088.8
|
|
||||||
Gross profit
|
|
242.7
|
|
|
—
|
|
|
242.7
|
|
|
718.5
|
|
|
—
|
|
|
718.5
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selling, technical, general and administrative
|
|
194.8
|
|
|
—
|
|
|
194.8
|
|
|
593.2
|
|
|
—
|
|
|
593.2
|
|
||||||
Research and development
|
|
16.6
|
|
|
—
|
|
|
16.6
|
|
|
47.8
|
|
|
—
|
|
|
47.8
|
|
||||||
Total operating expenses
|
|
211.4
|
|
|
—
|
|
|
211.4
|
|
|
641.0
|
|
|
—
|
|
|
641.0
|
|
||||||
Operating profit
|
|
31.3
|
|
|
—
|
|
|
31.3
|
|
|
77.5
|
|
|
—
|
|
|
77.5
|
|
||||||
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
|
(52.7
|
)
|
|
—
|
|
|
(52.7
|
)
|
|
(143.2
|
)
|
|
—
|
|
|
(143.2
|
)
|
||||||
Loss on derivative contracts
|
|
(47.3
|
)
|
|
—
|
|
|
(47.3
|
)
|
|
(49.9
|
)
|
|
—
|
|
|
(49.9
|
)
|
||||||
Foreign exchange loss
|
|
(36.9
|
)
|
|
—
|
|
|
(36.9
|
)
|
|
(19.3
|
)
|
|
—
|
|
|
(19.3
|
)
|
||||||
Other income, net
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|
19.8
|
|
|
—
|
|
|
19.8
|
|
||||||
Total other expense
|
|
(135.5
|
)
|
|
—
|
|
|
(135.5
|
)
|
|
(192.6
|
)
|
|
—
|
|
|
(192.6
|
)
|
||||||
(Loss) income before income taxes and non-controlling interests
|
|
(104.2
|
)
|
|
—
|
|
|
(104.2
|
)
|
|
(115.1
|
)
|
|
—
|
|
|
(115.1
|
)
|
||||||
Income tax (expense) benefit
|
|
(17.6
|
)
|
|
(17.8
|
)
|
|
(35.4
|
)
|
|
(42.0
|
)
|
|
(17.8
|
)
|
|
(59.8
|
)
|
||||||
Net (loss) income
|
|
(121.8
|
)
|
|
(17.8
|
)
|
|
(139.6
|
)
|
|
(157.1
|
)
|
|
(17.8
|
)
|
|
(174.9
|
)
|
||||||
Net income attributable to the non-controlling interests
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(4.0
|
)
|
|
—
|
|
|
(4.0
|
)
|
||||||
Net (loss) income attributable to common stockholders
|
|
$
|
(122.3
|
)
|
|
$
|
(17.8
|
)
|
|
$
|
(140.1
|
)
|
|
$
|
(161.1
|
)
|
|
$
|
(17.8
|
)
|
|
$
|
(178.9
|
)
|
(Loss) earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.58
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.66
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.89
|
)
|
Diluted
|
|
$
|
(0.58
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.66
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.89
|
)
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
210.9
|
|
|
—
|
|
|
210.9
|
|
|
198.6
|
|
|
—
|
|
|
198.6
|
|
||||||
Diluted
|
|
210.9
|
|
|
—
|
|
|
210.9
|
|
|
198.6
|
|
|
—
|
|
|
198.6
|
|
|
|
September 30, 2015
|
||||||||||
|
|
As Reported
|
|
Adjustment
|
|
As Restated
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
682.0
|
|
|
$
|
—
|
|
|
$
|
682.0
|
|
Restricted cash
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||
Accounts receivable, net of allowance for doubtful accounts of $14.0 at September 30, 2015
|
|
943.4
|
|
|
—
|
|
|
943.4
|
|
|||
Inventories
|
|
466.9
|
|
|
—
|
|
|
466.9
|
|
|||
Prepaid expenses and other current assets
|
|
220.1
|
|
|
(19.6
|
)
|
|
200.5
|
|
|||
Total current assets
|
|
2,312.7
|
|
|
(19.6
|
)
|
|
2,293.1
|
|
|||
Property, plant and equipment, net
|
|
266.9
|
|
|
—
|
|
|
266.9
|
|
|||
Goodwill
|
|
2,842.0
|
|
|
—
|
|
|
2,842.0
|
|
|||
Intangible assets, net
|
|
2,577.9
|
|
|
—
|
|
|
2,577.9
|
|
|||
Other assets
|
|
76.3
|
|
|
2.8
|
|
|
79.1
|
|
|||
Total assets
|
|
$
|
8,075.8
|
|
|
$
|
(16.8
|
)
|
|
$
|
8,059.0
|
|
Liabilities & Stockholders' Equity
|
|
|
|
|
|
|
|
|
||||
Accounts payable
|
|
$
|
386.1
|
|
|
$
|
—
|
|
|
$
|
386.1
|
|
Current installments of long-term debt and revolving credit facilities
|
|
36.1
|
|
|
—
|
|
|
36.1
|
|
|||
Accrued income taxes payable
|
|
102.7
|
|
|
1.0
|
|
|
103.7
|
|
|||
Accrued customer rebates and sales incentives
|
|
129.0
|
|
|
—
|
|
|
129.0
|
|
|||
Financial guarantees and factoring
|
|
59.0
|
|
|
—
|
|
|
59.0
|
|
|||
Other current liabilities
|
|
252.2
|
|
|
—
|
|
|
252.2
|
|
|||
Total current liabilities
|
|
965.1
|
|
|
1.0
|
|
|
966.1
|
|
|||
Long-term debt and capital lease obligations
|
|
3,401.4
|
|
|
—
|
|
|
3,401.4
|
|
|||
Long-term retirement benefits, less current portion
|
|
44.2
|
|
|
—
|
|
|
44.2
|
|
|||
Long-term deferred income taxes
|
|
567.1
|
|
|
—
|
|
|
567.1
|
|
|||
Long-term contingent consideration
|
|
70.2
|
|
|
—
|
|
|
70.2
|
|
|||
Other long-term liabilities
|
|
113.6
|
|
|
—
|
|
|
113.6
|
|
|||
Total liabilities
|
|
5,161.6
|
|
|
1.0
|
|
|
5,162.6
|
|
|||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
|
|
|
|||
Redeemable preferred stock - Series B
|
|
645.9
|
|
|
—
|
|
|
645.9
|
|
|||
Stockholders' Equity
|
|
|
|
|
|
|
|
|
||||
Preferred stock - Series A
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock, $0.01 par value per share (effective January 23, 2014), 400,000,000 shares authorized, 210,879,597 shares issued and outstanding at September 30, 2015
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|||
Additional paid-in capital
|
|
3,287.3
|
|
|
—
|
|
|
3,287.3
|
|
|||
Accumulated deficit
|
|
(385.2
|
)
|
|
(17.8
|
)
|
|
(403.0
|
)
|
|||
Accumulated other comprehensive loss
|
|
(741.4
|
)
|
|
—
|
|
|
(741.4
|
)
|
|||
Total stockholders' equity
|
|
2,162.8
|
|
|
(17.8
|
)
|
|
2,145.0
|
|
|||
Non-controlling interests
|
|
105.5
|
|
|
—
|
|
|
105.5
|
|
|||
Total equity
|
|
2,268.3
|
|
|
(17.8
|
)
|
|
2,250.5
|
|
|||
Total liabilities, redeemable preferred shares and equity
|
|
$
|
8,075.8
|
|
|
$
|
(16.8
|
)
|
|
$
|
8,059.0
|
|
(amounts in millions)
|
|
Balance at
beginning of
period
|
|
Charges to
costs and
expense
|
|
Deductions
from
reserves and other
|
|
Balance at
end of period
|
||||||||
Reserves against accounts receivable
(1)
:
|
|
|
|
|
|
|
|
|
||||||||
Successor
|
|
|
|
|
|
|
|
|
||||||||
2015
|
|
$
|
(9.6
|
)
|
|
$
|
(9.2
|
)
|
|
$
|
4.4
|
|
|
$
|
(14.4
|
)
|
2014
|
|
(10.1
|
)
|
|
(1.2
|
)
|
|
1.7
|
|
|
(9.6
|
)
|
||||
April 23, 2013 (Inception) to December 31, 2013
(2)
|
|
—
|
|
|
(0.3
|
)
|
|
(9.8
|
)
|
|
(10.1
|
)
|
||||
Predecessor
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2012 to October 31, 2013
|
|
$
|
(8.8
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
0.5
|
|
|
$
|
(10.4
|
)
|
(amounts in millions)
|
|
Balance at
beginning of
period
|
|
Charges to
costs and
expense
|
|
Deductions
from
reserves and other
|
|
Balance at
end of period
|
||||||||
Valuation allowances against deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Successor
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2015
|
|
$
|
(19.7
|
)
|
|
$
|
(72.6
|
)
|
|
$
|
(311.3
|
)
|
|
$
|
(403.6
|
)
|
2014
|
|
(15.8
|
)
|
|
(2.0
|
)
|
|
(1.9
|
)
|
|
(19.7
|
)
|
||||
April 23, 2013 (Inception) to December 31, 2013
|
|
—
|
|
|
0.9
|
|
|
(16.7
|
)
|
|
(15.8
|
)
|
||||
Predecessor
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2012 to October 31, 2013
|
|
$
|
(41.4
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
—
|
|
|
$
|
(45.0
|
)
|
(1)
|
Principally consisting of reserves for uncollectible accounts and sales returns and allowances.
|
(2)
|
Included in "Deductions from reserves and other" for the period ended December 31, 2013 are principally opening balances resulting from the MacDermid Acquisition, and foreign currency translations for the remaining periods presented.
|
2.
|
Vesting of Bonus.
|
3.
|
Forfeiture of Bonus.
|
6.
|
Tax Matters.
|
9.
|
Miscellaneous.
|
Subsidiaries
|
State or Jurisdiction of Incorporation/Organization
|
ABS Latina SA
|
Panama
|
Afrgi Crop (Pty) Ltd
|
Malawi
|
Agoramont SPRL
|
Belgium
|
Agrifocus Limitada
|
Mozambique
|
Agri Fokus (Pty) Ltd
|
South Africa
|
Agrimar Inc.
|
Delaware
|
Agrimex SA
|
Niger
|
Agriphar de Colombia SAS
|
Colombia
|
Agriphar de Costa Rica SA
|
Costa Rica
|
Agriphar Sarl
|
Switzerland
|
Agriphar SDN BHD
|
Malaysia
|
Agripraza Ltda
|
Portugal
|
Agro-Latina Siglo XXI SA
|
Costa Rica
|
Agronamic (Pty) Ltd
|
South Africa
|
Agroquimicos y Semillas SA de CV
|
Mexico
|
AI Divestitures, Inc.
|
Delaware
|
Alent Alpha Metals (Shanghai) Trading Co. Ltd
|
China
|
Alent Alpha Metals (Shenzen) Co. Ltd
|
China
|
Alent Brasil Soldas Ltda
|
Brazil
|
Alent Enthone Chemistry (Shanghai) Co. Ltd.
|
China
|
Alent Enthone Chemistry Trading (Shanghai) Co. Ltd.
|
China
|
Alent Finance Company (Ireland 1)
|
Ireland
|
Alent Finance Company (Ireland 2)
|
Ireland
|
Alent Finance Ltd
|
United Kingdom
|
Alent France Holdings SAS
|
France
|
Alent Germany GmbH
|
Germany
|
Alent Holdings Brazil Ltd
|
United Kingdom
|
Alent Holdings BV
|
Netherlands
|
Alent Hong Kong Ltd
|
Hong Kong
|
Alent Hungary Kft
|
Hungary
|
Alent Inc.
|
Rhodes Island
|
Alent Investments Inc.
|
Delaware
|
Alent Investments Ltd
|
United Kingdom
|
Alent Italia Srl
|
Italy
|
Alent Japan Company
|
Japan
|
Alent Ltd
|
United Kingdom
|
Subsidiaries
|
State or Jurisdiction of Incorporation/Organization
|
Alent Management Ltd
|
United Kingdom
|
Alent Mexico Services S.A. de C.V.
|
Mexico
|
Alent New Finance (UK) Ltd
|
United Kingdom
|
Alent New Mexico Holdings Ltd
|
United Kingdom
|
Alent Property Ltd
|
United Kingdom
|
Alent Services Ltd
|
United Kingdom
|
Alent Singapore Pte Ltd
|
Singapore
|
Alent USA Holding Inc.
|
Delaware
|
Alpha France SAS
|
France
|
Alpha Fry Limited
|
United Kingdom
|
Alpha Korea Ltd
|
Korea
|
Alpha Metals (Ireland) Ltd
|
Ireland
|
Alpha Metals (Taiwan) Inc.
|
Taiwan
|
Alpha Metals Belgium NV
|
Belgium
|
Alpha Metals China Holdings Co. Ltd
|
China
|
Alpha Metals Inc.
|
Delaware
|
Alpha Metals Iotsysteme GmbH
|
Germany
|
Alpha Metals Ltd
|
United Kingdom
|
Alpha Metals Ltd
|
Hong Kong
|
Alpha Metals Mexico S.A. de C.V.
|
Mexico
|
Alpha Netherlands B.V.
|
Netherlands
|
Amza Limited
|
Israel
|
Anchorprops 39 (Pty) Ltd
|
South Africa
|
Anesa SA
|
Belgium
|
Anion Quimica Industrial S.A.
|
Brazil
|
Aprochim Filtersystem GmbH
|
Germany
|
Aprochim SpA
|
Italy
|
AR Mexican Holdings Inc.
|
Delaware
|
Arvesta Bolivia SA
|
Bolivia
|
Arvesta Corporation
|
California
|
Arvesta Paraguay SA
|
Paraguay
|
Arysta Agro Private Limited (India)
|
India
|
Arysta Agroquimicos y Fertilzantes Uruguay SA
|
Uruguay
|
Arysta Animal Health SAS
|
France
|
Arysta Health and Nutrition Sciences Corporation
|
Japan
|
Arysta Lifescience (Mauritius) Ltd
|
Mauritius
|
Arysta Lifescience (Shanghai) Co Ltd
|
China
|
Arysta Lifescience (Thailand) Co Ltd
|
Thailand
|
Arysta LifeScience Adria, trgovina s kemicnimi proizvodi d.o.o.
|
Slovenia
|
Arysta Lifescience Agriservice Private Limited
|
India
|
Arysta Lifescience Agrochemical Products Hellas EPE
|
Greece
|
Arysta Lifescience America Inc
|
Delaware
|
Arysta Lifescience Argentina SA
|
Argentina
|
Arysta Lifescience Asia Pte Ltd
|
Singapore
|
Subsidiaries
|
State or Jurisdiction of Incorporation/Organization
|
Arysta LifeScience Australia Pty Ltd.
|
Australia
|
Arysta LifeScience Benelux SPRL
|
Belgium
|
Arysta Lifescience Cameroun SA
|
Cameroon
|
Arysta Lifescience Canada BC Inc
|
Canada
|
Arysta Lifescience Canada Inc
|
Canada
|
Arysta Lifescience CentroAmerica SA
|
Guatemala
|
Arysta Lifescience Chile SA
|
Chile
|
Arysta Lifescience Colombia SA
|
Colombia
|
Arysta Lifescience Corporation
|
Japan
|
Arysta Lifescience Corporation Republica Dominicana SA
|
Dominican Republic
|
Arysta Lifescience Costa Rica SA
|
Costa Rica
|
Arysta Lifescience Czech sro
|
Czech Republic
|
Arysta Lifescience do Brasil Industria Quimica e Agropecuaria Ltda
|
Brazil
|
Arysta Lifescience Ecuador SA
|
Ecuador
|
Arysta Lifescience Egypt Ltd
|
Egypt
|
Arysta Lifescience Espana SA
|
Spain
|
Arysta LifeScience Europe Sarl
|
France
|
Arysta Lifescience European Investments Limited
|
United Kingdom
|
Arysta Lifescience Finechemical Europe GmbH
|
Germany
|
Arysta LifeScience France SAS
|
France
|
Arysta Lifescience Global Limited
|
United Kingdom
|
Arysta Lifescience Global Services Limited
|
Ireland
|
Arysta LifeScience Great Britain Ltd
|
United Kingdom
|
Arysta Lifescience Guatemala SA
|
Guatemala
|
Arysta LifeScience Hellas S.A./A.E.
|
Greece
|
Arysta Lifescience Holdings France SAS
|
France
|
Arysta Lifescience Holdings SA (Pty) Ltd
|
South Africa
|
Arysta LifeScience Iberia SLU
|
Spain
|
Arysta Lifescience India Limited
|
India
|
Arysta LifeScience Italia S.r.l
|
Italy
|
Arysta Lifescience Japan Holdings GK
|
Japan
|
Arysta Lifescience Kenya Ltd
|
Kenya
|
Arysta Lifescience Korea Ltd
|
South Korea
|
Arysta Lifescience Magyarorszag Kft
|
Hungary
|
Arysta Lifescience Management Company LLC
|
Delaware
|
Arysta Lifescience Mexico Holdings SA de CV
|
Mexico
|
Arysta Lifescience Mexico SA de CV
|
Mexico
|
Arysta Lifescience NA Holding LLC
|
Delaware
|
Arysta LifeScience Netherlands B.V.
|
Netherlands
|
Arysta Lifescience North America LLC
|
California
|
Arysta Lifescience Pakistan (Pvt) Ltd
|
Pakistan
|
Arysta Lifescience Paraguay SRL
|
Paraguay
|
Arysta Lifescience Peru SAC
|
Peru
|
Arysta Lifescience Philippines Inc
|
Philippines
|
Subsidiaries
|
State or Jurisdiction of Incorporation/Organization
|
Arysta Lifescience Polska Sp zoo
|
Poland
|
Arysta LifeScience Registrations Great Britain Ltd
|
United Kingdom
|
Arysta LifeScience RUS LLC
|
Russia
|
Arysta Lifescience SAS
|
France
|
Arysta Lifescience Slovakia Sro
|
Slovakia
|
Arysta Lifescience South Africa (Pty) Ltd
|
South Africa
|
Arysta Lifescience SPC LLC
|
Delaware
|
Arysta LifeScience Srl
|
Bolivia
|
Arysta Lifescience Tanzania Ltd
|
Tanzania
|
Arysta LifeScience Technology BV
|
Netherlands
|
Arysta Lifescience Technology LLC
|
Oklahoma
|
Arysta Lifescience Tirta Indonesia
|
Indonesia
|
Arysta Lifescience Togo SAU
|
Togo
|
Arysta LifeScience UK & Ireland Ltd
|
United Kingdom
|
Arysta Lifescience UK BRL Limited
|
United Kingdom
|
Arysta Lifescience UK CAD Limited
|
United Kingdom
|
Arysta Lifescience UK Eur Limited
|
United Kingdom
|
Arysta Lifescience UK Holdings Limited
|
United Kingdom
|
Arysta Lifescience UK JPY Limited
|
United Kingdom
|
Arysta Lifescience UK Ltd
|
United Kingdom
|
Arysta Lifescience UK USD Limited
|
United Kingdom
|
Arysta Lifescience UK USD-2 Limited
|
United Kingdom
|
Arysta Lifescience Ukraine LLC
|
Ukraine
|
Arysta Lifescience Venezuela SA
|
Venezuela
|
Arysta Lifescience Vietnam Co Ltd
|
Vietnam
|
Arysta-LifeScience Ecuador SA
|
Ecuador
|
Assupol Investments (Pty) Ltd
|
Zimbabwe
|
Autotype Holdings (USA), Inc.
|
Illinois
|
Bayport Chemical Service Inc.
|
Texas
|
Betel Reunion SA
|
France
|
Bioenzymas SA de CV
|
Mexico
|
Calli Ghana Ltd
|
Ghana
|
Callietha Investments (Pty) Ltd
|
South Africa
|
Callitogo SA
|
Togo
|
Callivoire SGFD SA
|
Cote D’Ivoire
|
Canning Gumm LLC
|
Delaware
|
CGNS Ltd
|
United Kingdom
|
Chemtura Chemicals India Private Ltd
|
India
|
Chemtura Colombia Ltda
|
Colombia
|
Chemtura Quimica Argentina SACI
|
Argentina
|
Chemtura Thailand Ltd
|
Thailand
|
Chemtura Ukraine LLC
|
Ukraine
|
Chimac SPRL
|
Belgium
|
Compugraphics International Ltd.
|
United Kingdom
|
Subsidiaries
|
State or Jurisdiction of Incorporation/Organization
|
Compugraphics Jena GmbH
|
Germany
|
Compugraphics USA Inc.
|
Delaware
|
Cookson Holding Company
|
Delaware
|
Cookson India Pvt Ltd
|
India
|
Cookson Pigments Inc.
|
Delaware
|
CPS Chemical Products & Services
|
Denmark
|
Dalian Advanced Chemical Company Ltd
|
China
|
Desarrollos Inmobiliaros Alianza de Coahuila SA de CV
|
Mexico
|
Dutch Agricultural Formations CV
|
Netherlands
|
Dutch Agricultural Investment Partners LLC
|
Delaware
|
Dynacircuits LLC
|
Illinois
|
Echo International Inc.
|
Delaware
|
EI Liquidation Inc.
|
New York
|
Electroplating Engineers of Japan Ltd (50%)
|
Japan
|
Enthone (Portugal), Lda
|
Portugal
|
Enthone B.V.
|
Netherlands
|
Enthone Galvanoplasti Sanayl Ticaret A.S.
|
Turkey
|
Enthone GmbH
|
Germany
|
Enthone GmbH
|
Austria
|
Enthone Iberica S.A.
|
Spain
|
Enthone Inc.
|
Delaware
|
Enthone Limited
|
United Kingdom
|
Enthone s.r.o.
|
Slovakia
|
Enthone SAS
|
France
|
Enthone Sdn Bhd
|
Malaysia
|
Enthone Sp. Z.o.o.
|
Poland
|
Enthone-OMI (Hong Kong) Co. Ltd.
|
Hong Kong
|
Enthone-OMI de Mexico S.A. de C.V.
|
Mexico
|
Enthone-OMI Holdings (U.K.) Ltd
|
United Kingdom
|
Establishment Godel SA
|
France
|
GBM USA LLC
|
Arizona
|
Geopharm AEEVE & Co EE
|
Greece
|
Goemar Developpement SAS
|
France
|
Goemar do Brasil Ltda
|
Brazil
|
Goemar International Corporation
|
Georgia
|
Goemar Italia Srl
|
Italy
|
Grupo Bioquimico Mexicano RD SA
|
Mexico
|
Grupo Bioquimico Mexicano SA de CV
|
Mexico
|
Hua Mei (Tianjin) Electroplating Technology Company Ltd
|
China
|
Hypoagro Chemicals Zimbabwe (Pvt) Ltd
|
Zimbabwe
|
Industrias Agriphar SA
|
Guatemala
|
Internacional de Manufacturas Asociadas SA
|
Spain
|
Isagro S.p.A.
|
Italy
|
Kempton Chemicals (Pty) Ltd
|
South Africa
|
Subsidiaries
|
State or Jurisdiction of Incorporation/Organization
|
Laboratoires Goemar SAS
|
France
|
Lane Ltd
|
Zambia
|
M&P Compounding Inc.
|
New Jersey
|
MacDermid (Nanjing) Chemical Ltd
|
China
|
MacDermid (Shanghai) Chemical Ltd
|
China
|
MacDermid Actium Ltd
|
United Kingdom
|
MacDermid Acumen Inc.
|
Delaware
|
MacDermid Agricultural Solutions Acquisitions Quimico Ltda
|
Brazil
|
MacDermid Agricultural Solutions Australia Pty Ltd
|
Australia
|
MacDermid Agricultural Solutions Canada Company
|
Canada
|
MacDermid Agricultural Solutions Comercio de Produtos Agricolas Ltd
|
Brazil
|
MacDermid Agricultural Solutions Holdings BV
|
Netherlands
|
MacDermid Agricultural Solutions Inc.
|
Delaware
|
MacDermid Agricultural Solutions Italy Srl
|
Italy
|
MacDermid Agricultural Solutions Korea Ltd
|
Korea
|
MacDermid Agricultural Solutions Mexico SA de RL de CV
|
Mexico
|
MacDermid Agricultural Solutions Netherlands Cooperatief UA
|
Netherlands
|
MacDermid Agricultural Solutions Nippon Limited
|
Japan
|
MacDermid Americas Acquisitions Inc.
|
Delaware
|
MacDermid Anion Inc.
|
Delaware
|
MacDermid Autotype Inc.
|
Delaware
|
MacDermid Autotype Ltd
|
United Kingdom
|
MacDermid Autotype Pte Ltd
|
Singapore
|
MacDermid Benelux BV
|
Netherlands
|
MacDermid Brazil Inc.
|
Delaware
|
MacDermid C.Z. Sro
|
Czech Republic
|
MacDermid Canning GmbH
|
Germany
|
MacDermid Canning Ltd
|
United Kingdom
|
MacDermid Chemical Taiwan Ltd
|
Taiwan
|
MacDermid Chemicals Inc.
|
Canada
|
MacDermid Chemicals Industries Argentina Inc.
|
Argentina
|
MacDermid Continental Investments Ltd.
|
United Kingdom
|
MacDermid do Brasil Ltda.
|
Brazil
|
MacDermid Dutch Investments CV
|
Netherlands
|
MacDermid Espanola S.A.
|
Spain
|
MacDermid Europe Ltd
|
United Kingdom
|
MacDermid European Capital Investments I, LLC
|
Delaware
|
MacDermid European Capital Investments II, LLC
|
Delaware
|
MacDermid European Capital Partners LLP
|
United Kingdom
|
MacDermid European Holdings BV
|
Netherlands
|
MacDermid European Holdings GmbH
|
Germany
|
MacDermid Financial BV
|
Netherlands
|
MacDermid France S.A.
|
France
|
MacDermid Funding LLC
|
Delaware
|
MacDermid GB Holdings Ltd
|
UK/Luxembourg
|
Subsidiaries
|
State or Jurisdiction of Incorporation/Organization
|
MacDermid GmbH
|
Germany
|
MacDermid Group Inc.
|
Delaware
|
MacDermid Holdings BV
|
Netherlands
|
MacDermid Holdings LLC
|
Delaware
|
MacDermid Holdings SAS
|
France
|
MacDermid Hong Kong Ltd
|
Hong Kong
|
MacDermid Houston Inc.
|
Delaware
|
MacDermid, Incorporated
|
Connecticut
|
MacDermid India Private Ltd
|
India
|
MacDermid International Investments LLC
|
Delaware
|
MacDermid International Partners
|
Delaware
|
MacDermid Investment Corp.
|
Delaware
|
MacDermid Italiana Srl
|
Italy
|
MacDermid Korea Ltd
|
Korea
|
MacDermid Ltd
|
United Kingdom
|
MacDermid Luxembourg Properties Sarl
|
Luxembourg
|
MacDermid MAS LLC
|
Delaware
|
MacDermid Mauritius
|
Mauritius
|
MacDermid Mexico Holdings S de RL de CV
|
Mexico
|
MacDermid Mexico SA de CV
|
Mexico
|
MacDermid Offshore Fluidos do Brazil Industrial Ltda
|
Brazil
|
MacDermid Offshore Solutions LLC
|
Delaware
|
MacDermid Operations S de RL de CV
|
Mexico
|
MacDermid Overseas Asia Ltd
|
Delaware
|
Macdermid Panyu Specialty Chemicals Co Ltd
|
China
|
MacDermid Performance Acquisitions Ltd
|
United Kingdom
|
MacDermid Printing Solutions Acumen Inc
|
Delaware
|
MacDermid Printing Solutions LLC
|
Delaware
|
MacDermid Printing Solutions Ltd
|
United Kingdom
|
MacDermid Publication and Coating Plates
|
Delaware
|
MacDermid Scandinavia AB
|
Sweden
|
MacDermid Services Mexico SA de CV
|
Mexico
|
MacDermid Services S de RL de CV
|
Mexico
|
MacDermid Singapore, Pte Ltd
|
Singapore
|
MacDermid South America Inc.
|
Delaware
|
MacDermid South Atlantic Inc.
|
Delaware
|
MacDermid Suisse Sarl.
|
Switzerland
|
MacDermid Taiwan Holdings B.V.
|
Netherlands
|
MacDermid Technology (Suzhou) Company Ltd
|
China
|
MacDermid Texas Inc.
|
Delaware
|
MacDermid Thailand
|
Thailand
|
MacDermid UK Ltd
|
United Kingdom
|
MacDermid US Holdings LLC
|
Delaware
|
Mali Protection Des Cultures (MPC) SA
|
Mali
|
Subsidiaries
|
State or Jurisdiction of Incorporation/Organization
|
Marston Bentley Ltd
|
United Kingdom
|
MIT Belgium NV
|
Belgium
|
MPS Europe SAS
|
France
|
MRD Acquisition Corp
|
Delaware
|
Myanmar Arysta Lifescience Co Ltd
|
Myanmar
|
Napp Printing Plate Distribution Inc.
|
South Dakota
|
Napp Systems Inc
|
Iowa
|
Natural Plant Protection SAS
|
France
|
Netherlands Agricultural Investment Partners LLC
|
Delaware
|
Netherlands Agricultural Technologies CV
|
Netherlands
|
Nexus AG (Pty) Ltd
|
South Africa
|
Niche Offshore Solutions Ltd
|
United Kingdom
|
Niche Products Limited
|
United Kingdom
|
Nippon MacDermid Co. Ltd
|
Japan
|
Novon Protecta (Pty) Ltd
|
South Africa
|
Novon Retail Company (Pty) Ltd
|
South Africa
|
Oak Barrel Investments Ltd
|
United Kingdom
|
OM Group (Suzhou) Electronic Chemicals Co. Ltd.
|
China
|
OM Group Electronic Chemicals UK Ltd
|
United Kingdom
|
Omega Agroindustrial SA de CV
|
Mexico
|
OMG (Asia) Electronic Chemicals Co. Ltd.
|
Taiwan
|
OMG Electronic Chemicals LLC
|
Delaware
|
OMG Electronic Chemicals Pte Ltd.
|
Singapore
|
OMI International Corporation
|
Delaware
|
Percival SPRL
|
Belgium
|
Pinetree Investments Ltd
|
United Kingdom
|
Plates & Blankets S de RL de CV
|
Mexico
|
Platform Corporate Services LLC
|
Delaware
|
Platform Delaware Holdings, Inc
|
Delaware
|
Platform Sales Suisse GmbH
|
Switzerland
|
PTI Produtos Tecnicos Para Impessao Ltd
|
Brazil
|
Revestsul Productos Quimicos Ltd
|
Brazil
|
Rockville Venture LLC
|
Delaware
|
SA Veto-Pharma
|
France
|
Santamix Iberica SL
|
Spain
|
Saphyto SA
|
Burkina Faso
|
Sci PPWJ
|
France
|
Semitronic SA
|
Spain
|
Servicios Agricolas Mundiales SA
|
Mexico
|
Shenzhen Hua-Mei Electroplating Technology Company Ltd
|
China
|
Shenzhen Trading Co Ltd
|
China
|
Sidewalk Trading (Pty) Ltd
|
South Africa
|
Silvix Forestry Ltd.
|
South Africa
|
Societe des Produits Industriels et Agricoles SA
|
Senegal
|
Subsidiaries
|
State or Jurisdiction of Incorporation/Organization
|
SPC Divestiture Inc.
|
Delaware
|
Specialty Polymers Inc.
|
Massachusetts
|
Speedline Technologies Ltd
|
United Kingdom
|
Surface Treatments Ltd
|
United Kingdom
|
Tabitha Holdings BV
|
Netherlands
|
Tecno Extractos Vegetales SA de CV
|
Mexico
|
Tesaurus SA de CV
|
Mexico
|
Tsunami Crop Laeveld (Pty) Ltd
|
South Africa
|
Vernon-Rockville Venture LLC
|
Delaware
|
Volcano Agrociencia Industria e Comercio de Defensivos Agricolas Ltda
|
Brazil
|
Volcano Agroscience (Pty) Ltd
|
South Africa
|
Volcano Chemicals (Pty) Ltd
|
South Africa
|
W Canning Australia Pty Ltd
|
Australia
|
W Canning USA LLC
|
Delaware
|
W. Canning Inc.
|
Delaware
|
W. Canning International B.V.
|
Netherlands
|
W. Canning Ltd
|
Texas
|
Wyjolab SA
|
France
|
Signature
|
|
Title
|
|
|
|
/s/ Martin E. Franklin
|
|
Chairman of the Board
|
Martin E. Franklin
|
|
|
|
|
|
/s/ Ian G.H. Ashken
|
|
Director
|
Ian G.H. Ashken
|
|
|
|
|
|
/s/ Nicolas Berggruen
|
|
Director
|
Nicolas Berggruen
|
|
|
|
|
|
/s/ Michael F. Goss
|
|
Director
|
Michael F. Goss
|
|
|
|
|
|
/s/ Ryan Israel
|
|
Director
|
Ryan Israel
|
|
|
|
|
|
/s / E. Stanley O’Neal
|
|
Director
|
E. Stanley O’Neal
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Platform Specialty Products Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Rakesh Sachdev
|
|
Rakesh Sachdev
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Platform Specialty Products Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Sanjiv Khattri
|
|
Sanjiv Khattri
|
|
ExecutiveVice President and Chief Financial Officer
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Rakesh Sachdev
|
|
Rakesh Sachdev
|
|
Chief Executive Officer
|
|
March 11, 2016
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Sanjiv Khattri
|
|
Sanjiv Khattri
|
|
Executive Vice President and Chief Financial Officer
|
|
March 11, 2016
|
|