Kraton Corp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-03-15: Form 8-K; Period of report 2022-03-15; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2022-03-11: Form 8-K; Period of report 2022-03-11; Description 8.01 Other Events; Details 8.01.
- 2022-01-31: Form 8-K; Period of report 2022-01-31; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
- 2022-01-28: Form 8-K; Period of report 2022-01-27; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-03-15 | 8-K | 2022-03-15 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 On March 15, 2022, in connection with the completion of the Merger, the Company caused to be repaid in full all indebtedness, liabilities and other obligations under, and terminated: (i) that certain Credit and Guarantee Agreement, dated as of January 6, 2016 (as amended and in effect), among Kraton Polymers LLC, Kraton Polymers Holdings B.V., the Company, certain subsidiaries of the Company, as guarantors, the lenders party thereto from time to time, and Credit Suisse AG, Cayman Islands Branch, as administrative agent; and (ii) that certain Second Amended and Restated Loan, Security and Guarantee Agreement, dated as of April 15, 2020 (as amended and in effect), among Kraton Polymers U.S. LLC, Kraton Chemical, LLC, Kraton Polymers Nederland B.V., the Company, certain subsidiaries of the Company, as guarantors, the lenders party thereto from time to time, and Bank of America, N.A., in its capacity as administrative agent, collateral agent and security trustee. 2.01 On March 15, 2022, Parent completed its acquisition of the Company pursuant to the terms of the Merger Agreement. 3.01 On March 8, 2022, in connection with the completion of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) that the parties to the Merger Agreement expected to consummate the Merger on March 15, 2022 and requested that the trading of Company Common Stock on the NYSE be suspended prior to market open on March 15, 2022, and that the listing of Company Common Stock on the NYSE be withdrawn. 3.03 At the Effective Time, each holder of Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of Kraton, other than the right to receive the Merger Consideration pursuant to the terms of the Merger Agreement. 5.01 As a result of the completion of the Merger, as of the Effective Time, a change in control of the Company occurred and the Company became an indirect and wholly-owned subsidiary of Parent. 5.02 Pursuant to the terms of the Merger Agreement, effective as of the Effective Time, all of the members of the board of directors of the Company (the “Board”) voluntarily resigned from the Board and any and all committees thereof, and the directors of Merger Subsidiary at the Effective Time, Kil Su Kim and Wonho Song, became the directors of the Company. 5.03 Pursuant to the Merger Agreement, as of the Effective Time, the Company’s then-existing Certificate of Incorporation (as amended as of September 14, 2016) and Second Amended and Restated Bylaws (as amended as of September 27, 2021) were amended and restated in their entirety. 8.01 On March 15, 2022, the Company issued a press release announcing the completion of the Merger. | d292834d8k.htm |
| 2022-03-11 | 8-K | 2022-03-11 | 8.01 Other Events | 8.01 On March 11, 2022, the parties to the Merger Agreement confirmed to each other that all closing conditions set out in the Merger Agreement had been satisfied or been waived by the parties. | d321593d8k.htm |
| 2022-01-31 | 8-K | 2022-01-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 To the extent required by Item 5.02 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. 8.01 On January 31, 2022, the Company announced internally its and the Parent’s plans with respect to the proposed management structure of the Company following the closing of the Merger. | d299107d8k.htm |
| 2022-01-28 | 8-K | 2022-01-27 | 8.01 Other Events | 8.01 The Merger remains subject to certain customary closing conditions, including the receipt of regulatory approvals, and is expected to close by the end of the first quarter of 2022. | d80220d8k.htm |