0001299933-12-000164.txt : 20120123 0001299933-12-000164.hdr.sgml : 20120123 20120123171917 ACCESSION NUMBER: 0001299933-12-000164 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120120 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120123 DATE AS OF CHANGE: 20120123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABOT CORP CENTRAL INDEX KEY: 0000016040 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 042271897 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05667 FILM NUMBER: 12540098 BUSINESS ADDRESS: STREET 1: TWO SEAPORT LANE SUITE 1300 CITY: BOSTON STATE: MA ZIP: 02109-1806 BUSINESS PHONE: 6173450100 MAIL ADDRESS: STREET 1: TWO SEAPORT LANE SUITE 1300 CITY: BOSTON STATE: MA ZIP: 82109 FORMER COMPANY: FORMER CONFORMED NAME: CABOT GODFREY L INC DATE OF NAME CHANGE: 19680418 8-K 1 htm_44043.htm LIVE FILING Cabot Corporation (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   January 20, 2012

Cabot Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-5667 04-2271897
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
Two Seaport Lane, Suite 1300, Boston, Massachusetts   02210-2019
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   617-345-0100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 20, 2012, the Company completed its previously announced sale of the assets of its Supermetals business to Global Advanced Metals Pty Ltd., an Australian company ("GAM").
The purchaser paid $175 million at the closing and assumed certain liabilities associated with the Supermetals business. In addition, the Company (i) received two-year promissory notes, which may be pre-paid by GAM at any time prior to maturity, for total aggregate payments of $215 million (consisting of principal, imputed interest and a prepayment penalty, if applicable), secured by liens on the property and assets of the acquired business and guaranteed by the GAM corporate group and (ii) will receive quarterly cash payments to be made in each calendar quarter that the promissory notes are outstanding in an amount equal to 50% of cumulative annual adjusted EBITDA of the acquired business for the relevant calendar quarter. Regardless of the adjusted EBITDA generated, a minimum payment of $11.5 million is guaranteed in the first year following the closing of the transaction pursuant to one-year promissory notes. In connection with the transaction, the Company also sold to GAM its excess inventory for approximately $50 million. Payment for the excess inventory was made with a two-year promissory note, which is also secured by liens on the property and assets of the acquired business and guaranteed by the GAM corporate group.





Item 7.01 Regulation FD Disclosure.

The Company issued a press release on January 23, 2012 regarding the matters described in Item 2.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The foregoing information (including the exhibit hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.





Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

Pro forma financial statements are not included in this filing as the Company’s Supermetals business operating results have been properly presented as discontinued operations and assets sold and liabilities assumed by GAM are all classified as held for sale in the Company’s Form 10-K filed with the SEC on November 29, 2011. The cash and promissory notes received as consideration for the sale as noted in Item 2.01 will be reflected as assets in our consolidated balance sheet.

(d) Exhibits.

Exhibit 99.1 Press release issued by the Company on January 23, 2012.





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Cabot Corporation
          
January 23, 2012   By:   /s/ Eduardo E. Cordeiro
       
        Name: Eduardo E. Cordeiro
        Title: Executive Vice President and Chief Financial Officer

Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press Release issued by the Company on January 23, 2012
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

Exhibit 99.1

     
Investor Relations Contact:
  Susannah Robinson
(617) 342-6129
Media Relations Contact:
  John Shea
(617) 342-6254

CABOT COMPLETES SALE OF SUPERMETALS BUSINESS
Proceeds of at least $450 million will support new growth initiatives

BOSTON – Cabot Corporation (NYSE: CBT) has closed the sale of its Supermetals Business to Global Advanced Metals, company officials announced today.

“We are pleased to announce that we have completed the sale of the Supermetals business to Global Advanced Metals,” said Patrick Prevost, Cabot president and chief executive officer. “This divestiture is an important step in Cabot’s transformation to becoming a leader in specialty chemicals and performance materials. The sale of the tantalum business at this attractive value will improve the stability of our earnings and will allow us to focus on existing and new growth initiatives as we remain committed to achieving our target of adjusted earnings per share of $4.50 in 2014.”

The sale resulted in an initial cash payment of $175 million. Additional cash consideration will total a minimum of $275 million, consisting of the remaining $215 million purchase price, a minimum of $11 million of payments based on the future performance of the business and approximately $50 million for the sale of excess inventory, to be paid within a two-year period. The transaction is estimated to result in a pre-tax gain of approximately $330 million, approximately $300 million of which is expected to be recorded during the second quarter of fiscal 2012 with the remainder recorded over the next two years. The Company expects to receive after-tax proceeds of approximately $430 million over the two year period. The assets involved in the transaction include facilities in Boyertown, Pa and Aizuwakamatsu, Japan. Cabot will maintain its mining operation in Manitoba, Canada where the company mines cesium for its Specialty Fluids Business and tantalum.

ABOUT CABOT CORPORATION

Cabot Corporation, headquartered in Boston, Mass, USA, is a global specialty chemical and performance materials company. Cabot’s major products are carbon black, fumed silica, inkjet colorants, aerogel and cesium formate drilling fluids. The company’s website is: www.cabot-corp.com.

# # #

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in the press release regarding Cabot’s business that are not historical facts are forward looking statements that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward looking statements, see “Risk Factors” in the Company’s Annual Report on Form 10-K.