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CHMT > SEC Filings for CHMT > Form 8-K on 28-Jan-2013All Recent SEC Filings

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Form 8-K for CHEMTURA CORP


28-Jan-2013

Entry into a Material Definitive Agreement, Termination of a Material Definitive Ag


Item 1.01 Entry Into a Material Definitive Agreement.

On January 25, 2013, Chemtura Corporation entered into an Amended and Restated Asset Purchase and Contribution Agreement ("APCA") with SK Blue Holdings, Ltd., an exempted company incorporated in the Cayman Islands with limited liability ("SK"), and Addivant USA Holdings Corp., a Delaware corporation ("Addivant"). SK and Addivant are affiliates of SK Capital Partners III, L.P., a Delaware limited partnership. As provided in the APCA, Chemtura Corporation or its affiliates (collectively, "Chemtura" or the "Company") have agreed to sell the Company's antioxidants and UV stabilizer business (the "AO/UV Business") for $200 million, to consist of approximately $97 million payable in cash at closing, $9 million in preferred stock to be issued by Addivant, and the assumption of pension, environmental and other liabilities totaling approximately $93 million. The purchase price is subject to a post-closing net working capital adjustment. The acquisition is subject to customary closing conditions and is expected to close in the first quarter of 2013.

The foregoing description of the APCA does not purport to be complete and is qualified in its entirety by reference to the APCA, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

On January 25, 2013, Chemtura issued a press release announcing the execution of the APCA. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.



Item 1.02 Termination of a Material Definitive Agreement.

The APCA described in Item 1.01 above supersedes the previously disclosed Asset Purchase Agreement entered into between Chemtura Corporation and SK Blue Holdings, Ltd., dated as of November 9, 2012.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number   Exhibit Description

     10.1        Amended and Restated Asset Purchase and Contribution Agreement,
                 dated as of January 25, 2013

     99.1        Press Release issued by Chemtura, dated January 25, 2013

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