Item 1.01. Entry into a Material Definitive Agreement.

On January 21, 2013, OM Group, Inc. ("OM Group") and certain of its affiliates, entered into a definitive Asset and Stock Purchase Agreement (the "Purchase Agreement") with Freeport-McMoRan Corporation and Koboltti Chemical Holdings Limited to divest the cobalt-based business of its Advanced Materials segment for an aggregate purchase price of approximately $325 million in cash at closing, plus a potential earn-out payment over three years of up to $110 million in cash.

The closing purchase price is subject to a customary working capital adjustment. The Purchase Agreement provides for customary representations, warranties, covenants and agreements, including, among others, that each party will use reasonable best efforts to complete the transactions expeditiously.

The closing of the transaction is expected to occur before the end of April 2013 subject to the expiration or termination of any waiting period under certain antitrust filings and the satisfaction or waiver of other customary closing conditions.

Item 8.01. Other Events.

On January 21, 2013, OM Group issued a press release announcing the signing of the Purchase Agreement. A copy of this press release is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit Description

99.1 Press Release of OM Group, Inc., dated January 21, 2013.

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