0000899243-17-010793.txt : 20170424
0000899243-17-010793.hdr.sgml : 20170424
20170424091642
ACCESSION NUMBER: 0000899243-17-010793
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170421
FILED AS OF DATE: 20170424
DATE AS OF CHANGE: 20170424
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: LANXESS Solutions US Inc.
CENTRAL INDEX KEY: 0001091862
STANDARD INDUSTRIAL CLASSIFICATION: PLASTIC MATERIAL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS) [2820]
IRS NUMBER: 522183153
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: BENSON ROAD
CITY: MIDDLEBURY
STATE: CT
ZIP: 06749
BUSINESS PHONE: 2035732000
MAIL ADDRESS:
STREET 1: BENSON ROAD
CITY: MIDDLEBURY
STATE: CT
ZIP: 06749
FORMER COMPANY:
FORMER CONFORMED NAME: Chemtura CORP
DATE OF NAME CHANGE: 20050630
FORMER COMPANY:
FORMER CONFORMED NAME: CROMPTON CORP
DATE OF NAME CHANGE: 20000512
FORMER COMPANY:
FORMER CONFORMED NAME: CK WITCO CORP
DATE OF NAME CHANGE: 19990727
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cross Chet
CENTRAL INDEX KEY: 0001480235
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15339
FILM NUMBER: 17777363
MAIL ADDRESS:
STREET 1: 199 BENSON ROAD
CITY: MIDDLEBURY
STATE: CT
ZIP: 06749
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-04-21
1
0001091862
LANXESS Solutions US Inc.
CHMT
0001480235
Cross Chet
199 BENSON ROAD
MIDDLEBURY
CT
06749
0
1
0
0
See remarks
Common Stock
2017-04-21
4
D
0
84725
33.50
D
19010
D
Common Stock
2017-04-21
4
D
0
19010
33.50
D
0
D
Employee Stock Option (right to purchase)
20.50
2017-04-21
4
D
0
20152
13.00
D
2023-03-01
Common Stock
20152
0
D
Performance Shares
2017-04-21
4
D
0
29611
D
Common Stock
29611
0
D
On September 25, 2016, Chemtura Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Lanxess Deutschland GmbH ("Lanxess") and LANXESS Solutions US Inc. (f/k/a LANXESS Additives Inc.) ("Merger Subsidiary"), pursuant to which Merger Subsidiary will merge (the "Merger") with and into the Company, whereupon the existence of Merger Subsidiary will cease and the Company will become the surviving corporation and a wholly-owned subsidiary of Lanxess. The Merger became effective on April 21, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, each share of the Company's common stock, par value $0.01, outstanding immediately prior to the Effective Time was converted into the right to receive $33.50 in cash, without interest (the "Merger Consideration").
Represents unvested restricted stock units ("RSUs") that were automatically cancelled in connection with the Merger and converted to a deferred cash award in an amount equal to the product of the Merger Consideration and the number of shares represented by such RSUs (the "Deferred Cash Award"). The Deferred Cash Award continues to be subject to the same terms and conditions of the RSUs as in effect immediately prior to the Effective Time and will be paid solely in cash in accordance with the vesting and payment schedule applicable to the RSUs prior to the Effective Time.
Pursuant to the terms of the Merger Agreement, each option to purchase Common Stock that was outstanding prior to the Effective Time was cancelled and converted into the right to receive a cash payment equal to the product of (A) the number of shares of Common Stock underlying such option and (B) the excess, if any, of the Merger Consideration over the applicable exercise price of such option.
Represents performance share awards relating to Common Stock ("PSAs") that were automatically converted in connection with the Merger to an amount equal to the product of the Merger Consideration and the number of shares represented by such PSAs, which number is based on the target performance level (the "PS Consideration"); provided, however, that in the case of PSAs for which the applicable performance period had not ended as of the Effective Time, such PSAs were converted to a deferred cash award equal to the PS Consideration and continue to be subject to the same terms and conditions of the PSAs as in effect immediately prior to the Effective Time and will be paid solely in cash in accordance with the vesting and payment schedule applicable to the PSAs prior to the Effective Time.
EVP, Supply Chain and Operations
/s/ Alan Schutzman by Power of Attorney
2017-04-24