Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
ROC > SEC Filings for ROC > Form 8-K on 6-Sep-2013All Recent SEC Filings

Show all filings for ROCKWOOD HOLDINGS, INC.

Form 8-K for ROCKWOOD HOLDINGS, INC.


6-Sep-2013

Completion of Acquisition or Disposition of Assets, Other Events, Financi


ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On August 31, 2013, Rockwood Holdings, Inc. and certain of its subsidiaries (collectively, "Rockwood" or "the Company") completed the sale of CeramTec, its advanced ceramics business ("CeramTec"), to Faenza Acquisition GmbH (formerly Dido AchteVermögensverwaltungs-GmbH), a German limited liability company affiliated with Cinven, a European private equity firm, for net proceeds of €1.4 billion ($1.8 billion based on the exchange rate of €1.00 = $1.32 as of September 3, 2013), subject to certain potential post closing adjustments. CeramTec, headquartered in Plochingen, Germany, is a leading producer of high performance advanced ceramics materials and products.



Item 8.01 OTHER EVENTS.

On September 4, 2013, Rockwood Specialties Group, Inc. ("RSGI"), a subsidiary of the Company, paid in full all outstanding borrowings under the term loans under the Company's senior secured credit facility, plus accrued and unpaid interest, in the aggregate amount of $895,087,184. The term loans were comprised of a Tranche A Term Loan and a Tranche B Term Loan, which at the time of payment had outstanding principal amounts of $306,250,000 and $587,250,000, respectively. RSGI also paid in full a $50,000,000 revolving demand note it entered into with HSBC Bank USA, National Association, in connection with the closing of the CeramTec transaction, plus accrued and unpaid interest, in the amount of $50,052,055.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(b) Pro forma financial information.

(i) Rockwood Holdings, Inc.

ROCKWOOD HOLDINGS, INC. UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated balance sheet and statements of operations are presented to illustrate the estimated effects of the sale by Rockwood, of CeramTec to Faenza Acquisition GmbH (formerly Dido AchteVermögensverwaltungs-GmbH), a German limited liability company affiliated with Cinven, a European private equity firm.

The unaudited pro forma condensed consolidated financial information presented for the balance sheet as of June 30, 2013, comparative statements of operations for the years ended December 31, 2012, 2011, and 2010 and the six months ended June 30, 2013 and 2012 are based upon the historical results of operations, adjusted to reflect the pro forma effect as if the sale of the advanced ceramics business, had occurred on January 1, 2010 with respect to the statements of operations and on June 30, 2013 with respect to the balance sheet. As of June 30, 2013, the advanced ceramics business met the criteria for being reported as a discontinued operation. The historical consolidated financial information presented herein should be read in conjunction with the audited consolidated financial statements and notes thereto appearing in Rockwood Holdings, Inc.'s annual report on Form 10-K for the year ended December 31, 2012 and the unaudited condensed consolidated financial statements and notes thereto included in Rockwood Holdings, Inc.'s quarterly report on Form 10-Q for the quarterly period ended June 30, 2013.

The unaudited pro forma condensed consolidated financial information is for illustrative purposes only. Such information does not purport to be indicative of the financial condition and the results of operations that would have been achieved had the sale of the advanced ceramics business, for which Rockwood Holdings, Inc. is giving pro forma effect, actually occurred on the dates referred to above or the financial condition and the results of operations that may be expected in the future. Such information has been prepared based upon currently available information and assumptions that Rockwood Holdings, Inc. believes are reasonable. Such currently available information and assumptions may prove to be inaccurate over time.

The pro forma information reflects the repayment of all borrowings, and accrued and unpaid interest, under the Company's senior secured term loans on September 4, 2013 in the aggregate amount of $895.1 million (Tranche A Term Loan in the amount of $306.2 million, Tranche B Term Loan in the amount of $587.3 million and accrued and unpaid interest of $1.6 million). The Company has elected to assume that the remaining cash proceeds will be used for general corporate purposes. In accordance with Securities and Exchange Commission ("SEC") guidance, we have assumed no interest income on the remaining cash proceeds. However, we do expect to generate additional earnings through the use of these cash proceeds.


                    ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES

                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

                                 JUNE 30, 2013

                   (Dollars in millions; shares in thousands)

                                  (Unaudited)



                                                     Rockwood                           Pro Forma
                                                    Historical      Adjustments        As Adjusted
ASSETS
Current assets:
Cash and cash equivalents                          $      321.7    $       812.9 (a)  $     1,134.6
Accounts receivable, net                                  589.6            (76.9 )            512.7
Inventories                                               778.5            (92.1 )            686.4
Deferred income taxes                                      10.4             (1.0 )              9.4
Prepaid expenses and other current assets                  94.8             40.8              135.6
Total current assets                                    1,795.0            683.7            2,478.7
Property, plant and equipment, net                      1,730.9           (308.4 )          1,422.5
Goodwill                                                  854.5           (250.6 )            603.9
Other intangible assets, net                              410.9            (83.4 )            327.5
Deferred financing costs, net                              29.8            (10.6 )(b)          19.2
Deferred income taxes                                     174.2             44.0              218.2
Other assets                                               68.5             (0.5 )             68.0
Total assets                                       $    5,063.8    $        74.2      $     5,138.0
LIABILITIES
Current liabilities:
Accounts payable                                   $      247.0    $       (17.3 )    $       229.7
Income taxes payable                                        9.9             (7.8 )              2.1
Accrued compensation                                      106.2            (18.9 )             87.3
Accrued expenses and other current liabilities            166.7            (28.5 )            138.2
Deferred income taxes                                       4.4             (0.3 )              4.1
Long-term debt, current portion                            43.3            (35.5 )(c)           7.8
Total current liabilities                                 577.5           (108.3 )            469.2
Long-term debt                                          2,180.3           (878.4 )(c)       1,301.9
Pension and related liabilities                           564.8            (78.6 )            486.2
Deferred income taxes                                      76.2            (22.2 )             54.0
Other liabilities                                         119.1             (5.4 )            113.7
Total liabilities                                       3,517.9         (1,092.9 )          2,425.0
Commitments and Contingencies
Restricted stock units                                     20.2                -               20.2
EQUITY
Rockwood Holdings, Inc. stockholders' equity:
Common stock ($0.01 par value, 400,000 shares
authorized, 79,247 shares issued and 75,742
shares outstanding)                                         0.8                -                0.8
Paid-in capital                                         1,243.7                -            1,243.7
Accumulated other comprehensive loss                      (73.1 )           22.3              (50.8 )
Retained earnings                                         416.5          1,144.8 (d)        1,561.3
Treasury stock, at cost (3,505 shares)                   (217.8 )              -             (217.8 )
Total Rockwood Holdings, Inc. stockholders'
equity                                                  1,370.1          1,167.1            2,537.2
Noncontrolling interest                                   155.6                -              155.6
Total equity                                            1,525.7          1,167.1            2,692.8
Total liabilities and equity                       $    5,063.8    $        74.2      $     5,138.0



Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

1. Pro Forma Assumptions and Adjustments

(a) The use of proceeds from the sale, converted at the exchange rate on June 30, 2013, is as follows (in millions):

Proceeds from sale                                            $ 1,755.0
Repayment of senior secured credit facility          (911.0 )
Accrued interest on senior secured credit facility     (3.1 )
Estimated fees and expenses associated with sale      (28.0 )
                                                     (942.1 )
Net proceeds                                                  $   812.9

The repayment of the term loans under the senior secured credit facility of $911.0 million includes a principal payment of $17.5 million that was made in August 2013. The Company has elected to assume that the remaining cash proceeds will be used for general corporate purposes. In accordance with SEC guidance, we have assumed no interest income on the remaining cash proceeds.

(b) This represents the write-off of deferred financing costs associated with the debt repaid with the proceeds from this sale.

(c) Long-term debt is reduced as follows:

Senior secured credit facilities (1):

Term Loan A                             $ 323.7
Term Loan B                               587.3
Advanced Ceramics debt (2)                  2.9
Total                                   $ 913.9

(1) See (a) above.

(2) This represents the remaining balance of Advanced Ceramics debt which will be assumed by the purchaser.

(d) This represents the net gain on sale of $1,152.1 million (including $17.7 million of taxes) less the write-off of deferred financing costs of $7.3 million. The effects of the gain and the write-off of deferred financing costs were not reflected, however, in the pro forma statements of operations as the adjustments are non-recurring in nature. We do not expect the transaction to have any federal tax effect as a result of utilization of net operating losses.


                    ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES

            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

      (Dollars in millions; except per share amounts; shares in thousands)

                                  (Unaudited)



                                                         Six months ended                                    Six months ended
                                                          June 30, 2013                                       June 30, 2012
                                           Rockwood                           Pro Forma        Rockwood                           Pro Forma
                                          Historical      Adjustments        As Adjusted      Historical      Adjustments        As Adjusted
Net sales                                $    1,906.9    $      (292.9 )    $     1,614.0    $    1,815.1    $      (287.4 )    $     1,527.7
Cost of products sold                         1,365.8           (162.8 )          1,203.0         1,152.0           (161.9 )            990.1
Gross profit                                    541.1           (130.1 )            411.0           663.1           (125.5 )            537.6
Selling, general and administrative
expenses                                        375.4            (75.1 )            300.3           344.4            (57.0 )            287.4
Restructuring and other severance
costs                                             9.8             (0.1 )              9.7            17.9             (0.1 )             17.8
Asset write-downs and other                       5.1             (0.3 )              4.8             0.2                -                0.2
Operating income                                150.8            (54.6 )             96.2           300.6            (68.4 )            232.2
Other expenses, net:
Interest expense, net                           (52.3 )           16.0 (a)          (36.3 )         (35.4 )           19.5 (a)          (15.9 )
Loss on early
extinguishment/modification of debt             (17.6 )              -              (17.6 )         (12.4 )              -              (12.4 )
Foreign exchange (loss) gain on
financing activities, net                       (11.4 )           15.8 (b)            4.4            (7.7 )           24.8 (b)           17.1
Other, net                                          -                -                  -             0.1                -                0.1
Other expenses, net                             (81.3 )           31.8              (49.5 )         (55.4 )           44.3              (11.1 )
Income from continuing operations
before taxes                                     69.5            (22.8 )             46.7           245.2            (24.1 )            221.1
Income tax provision (benefit)                   19.2             (5.3 )(c)          13.9           (78.2 )          (11.2 )(d)         (89.4 )
Net income from continuing operations            50.3            (17.5 )             32.8           323.4            (12.9 )            310.5
Net loss (income) attributable to
noncontrolling interest                           0.9                -                0.9           (22.7 )              -              (22.7 )
Net income attributable to Rockwood
Holdings, Inc. shareholders from
continuing operations                    $       51.2    $       (17.5 )    $        33.7    $      300.7    $       (12.9 )    $       287.8

Earnings per share attributable to
Rockwood Holdings, Inc. shareholders
from continuing operations:
Basic                                    $       0.66                       $        0.43    $       3.88                       $        3.71
Diluted                                          0.64                                0.42            3.76                                3.60

Dividends declared per share of
common stock                             $       0.80                       $        0.80    $       0.35                       $        0.35

Weighted average number of basic
shares outstanding                             77,806                              77,806          77,492                              77,492
Weighted average number of diluted
shares outstanding                             79,461                              79,461          79,994                              79,994


Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations

1. Pro Forma Assumptions and Adjustments

(a) Decrease to interest expense, net for the six months ended June 30, 2013 and 2012, respectively, related to the repayment of the senior secured term loans from cash proceeds (in millions):

                                                          Six months ended June 30,
                                                           2013               2012
Senior secured credit facilities (1)                  $         14.9     $         18.1
Amortization of deferred financing costs                         1.3                1.4
Advanced Ceramics debt, net of interest income (2)              (0.2 )                -
Total                                                 $         16.0     $         19.5

(1) See introduction to pro forma financial statements.

(2) This represents the interest expense related to the remaining balance of Advanced Ceramics debt which will be assumed by the purchaser, net of Advanced Ceramics interest income.

The Company has elected to assume that the remaining cash proceeds will be used for general corporate purposes. In accordance with SEC guidance, we have assumed no interest income on the remaining cash proceeds.

(b) Represents the mark-to-market impact of a new intercompany loan entered into as a result of the debt repayment.

(c) The effective tax rate is lower than the U.S. statutory tax rate of 35% primarily due to the foreign earnings mix.

(d) The effective tax rate is higher than the U.S. statutory tax rate of 35% primarily due to the domestic utilization of net operating loss carryforwards for which the Company had previously provided a valuation allowance and foreign earnings mix.


                    ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES

            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

                          YEAR ENDED DECEMBER 31, 2012

      (Dollars in millions; except per share amounts; shares in thousands)

                                  (Unaudited)



                                                  Rockwood                          Pro Forma
                                                 Historical      Adjustments       As Adjusted
Net sales                                       $    3,506.9    $      (546.7 )   $     2,960.2
Cost of products sold                                2,351.8           (312.2 )         2,039.6
Gross profit                                         1,155.1           (234.5 )           920.6
Selling, general and administrative expenses           655.4           (111.9 )           543.5
Restructuring and other severance costs                 45.5             (2.5 )            43.0
Asset write-downs and other                              0.9             (0.2 )             0.7
Operating income                                       453.3           (119.9 )           333.4
Other expenses, net:
Interest expense, net                                  (86.7 )           37.6 (a)         (49.1 )
Loss on early extinguishment/modification of
debt                                                   (14.8 )              -             (14.8 )
Foreign exchange loss on financing
activities, net                                         (9.6 )         (20.4) (b)         (30.0 )
Other, net                                               0.1                -               0.1
Other expenses, net                                   (111.0 )           17.2             (93.8 )
Income from continuing operations before
taxes                                                  342.3           (102.7 )           239.6
Income tax benefit                                     (55.9 )          (2.0) (c)         (57.9 )
Net income from continuing operations                  398.2           (100.7 )           297.5
Net income attributable to noncontrolling
interest                                               (14.7 )              -             (14.7 )
Net income attributable to Rockwood
Holdings, Inc. shareholders from continuing
operations                                      $      383.5    $      (100.7 )   $       282.8

Earnings per share attributable to Rockwood
Holdings, Inc. shareholders from continuing
operations:
Basic                                           $       4.94                      $        3.64
Diluted                                                 4.80                               3.54

Dividends declared per share of common stock    $       1.05                      $        1.05

Weighted average number of basic shares
outstanding                                           77,665                             77,665
Weighted average number of diluted shares
outstanding                                           79,943                             79,943


Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations

1. Pro Forma Assumptions and Adjustments

(a) Decrease to interest expense, net for the year ended December 31, 2012 related to the repayment of the senior secured term loans from cash proceeds (in millions):

Senior secured credit facilities (1)                 $ 35.0
Amortization of deferred financing costs                2.9
Advanced Ceramics debt, net of interest income (2)     (0.3 )
Total                                                $ 37.6

(1) Assumes the repayment of senior secured term loans of $845.8 million on January 1, 2012.

(2) This represents the interest expense related to the remaining balance of Advanced Ceramics debt which will be assumed by the purchaser, net of Advanced Ceramics interest income.

The Company has elected to assume that the remaining cash proceeds will be used for general corporate purposes. In accordance with SEC guidance, we have assumed no interest income on the remaining cash proceeds.

(b) Represents the mark-to-market impact of a new intercompany loan entered into as a result of the debt repayment.

(c) The effective tax rate is lower than the U.S. statutory tax rate of 35% primarily due to the foreign earnings mix and the domestic losses that were not benefited due to the Company's valuation allowance.


                    ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES

            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

                          YEAR ENDED DECEMBER 31, 2011

      (Dollars in millions; except per share amounts; shares in thousands)

                                  (Unaudited)



                                                  Rockwood                          Pro Forma
                                                 Historical      Adjustments       As Adjusted
Net sales                                       $    3,669.3    $      (585.1 )   $     3,084.2
Cost of products sold                                2,380.0           (339.2 )         2,040.8
Gross profit                                         1,289.3           (245.9 )         1,043.4
Selling, general and administrative expenses           705.9           (116.0 )           589.9
Restructuring and other severance costs                 14.5             (0.7 )            13.8
Asset write-downs and other                              1.6             (0.6 )             1.0
Operating income                                       567.3           (128.6 )           438.7
Other expenses, net:
Interest expense, net                                  (96.1 )           38.3 (a)         (57.8 )
Loss on early extinguishment/modification of
debt                                                   (16.6 )              -             (16.6 )
Foreign exchange gain on financing
activities, net                                          1.3             40.5 (b)          41.8
Other, net                                               0.2                -               0.2
Other expenses, net                                   (111.2 )           78.8             (32.4 )
Income from continuing operations before
taxes                                                  456.1            (49.8 )           406.3
Income tax provision                                   124.4            (6.5) (c)         117.9
Net income from continuing operations                  331.7            (43.3 )           288.4
Net income attributable to noncontrolling
interest                                               (40.6 )              -             (40.6 )
Net income attributable to Rockwood
Holdings, Inc. shareholders from continuing
operations                                      $      291.1    $       (43.3 )   $       247.8

Earnings per share attributable to Rockwood
Holdings, Inc. shareholders from continuing
operations:
Basic                                           $       3.80                      $        3.24
Diluted                                                 3.64                               3.10

Weighted average number of basic shares
outstanding                                           76,555                             76,555
Weighted average number of diluted shares
outstanding                                           79,865                             79,865

  Add ROC to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for ROC - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.