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):

April 19, 2017

KEMET Corporation

(Exact name of registrant as specified in its charter)

Delaware 
(State or Other Jurisdiction of Incorporation) 1-15491 
(Commission File Number) 57-0923789 
(IRS Employer Identification No.)

2835 KEMET Way Simpsonville, SC (Address of principal executive offices) 29681 (Zip Code)

(864) 963-6300

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On April 19, 2017, KEMET Corporation (the “Company”) announced that KEMET Electronics Corporation (“KEC”), its wholly owned subsidiary, has completed its previously announced acquisition of all of the outstanding shares of common stock and preferred stock of NEC TOKIN Corporation (“NEC TOKIN”) not already held by KEC. NEC TOKIN was a joint venture between KEC and NEC Corporation ("NEC"). NEC TOKIN is a manufacturer of tantalum capacitors, electro-magnetic and access devices. Upon closing, NEC TOKIN will change its name to TOKIN Corporation (“TOKIN”) and will be a 100% owned subsidiary of KEMET. KEC originally acquired a 34% economic, and 51% common stock, interest in NEC TOKIN on February 1, 2013.

The Company previously disclosed the acquisition and related Definitive NEC TOKIN Stock Purchase Agreement (the “Agreement’) between KEC and NEC in a Current Report on Form 8-K, dated as of February 23, 2017. KEC paid NEC JPY 16.2 billion, or approximately $149.2 million (using the April 18, 2017 exchange rate of 109.03 Japanese Yen to U.S. Dollar), for all of the outstanding shares of NEC TOKIN it did not already own. The purchase price was comprised of JPY 6.0 billion, or approximately $55.3 million (using the April 18, 2017 exchange rate of 109.03 Japanese Yen to U.S. Dollar) plus one-half of an amount determined to be the excess net cash proceeds from the previously announced sale of NEC TOKIN’s electro-mechanical devices (“EMD”) business, after the repayment of outstanding indebtedness of NEC TOKIN and after the payment of taxes, fees and expenses relating to the sale of the EMD business (“Excess Cash"). The Excess Cash is subject to working capital adjustments pursuant to a master sale and purchase agreement for the EMD business.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

(a)    Financial Statements of Business Acquired

The Company will file any financial statements required by Item 9.01(a) by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.

(b)    Pro forma financial information

The Company will file any pro forma financial information required by Item 9.01(b) by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.

(c)    Shell Company Transaction

Not applicable

(d)     Exhibits

Exhibit No.Description of Exhibit

2.1        Definitive NEC TOKIN Stock Purchase Agreement dated as of February 23, 2017, by

and between KEMET Electronics Corporation and NEC Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K  (File No. 1-15491) filed on February 23, 2017).

99.1        News Release, dated April 19, 2017 issued by the Company.

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.

Dated: April 20, 2017

KEMET CORPORATION

By:    /s/ WILLIAM M. LOWE, JR.

William M. Lowe, Jr.

Executive Vice President and
Chief Financial Officer

EXHIBIT INDEX

Exhibit No.Description of Exhibit

2.1        Definitive NEC TOKIN Stock Purchase Agreement dated as of February 23, 2017, by

and between KEMET Electronics Corporation and NEC Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K  (File No. 1-15491) filed on February 23, 2017).

99.1        News Release, dated April 19, 2017 issued by the Company.

EX-99.1

News Release                            

Exhibit 99.1

Contact:	William M. Lowe, Jr.	Richard J. Vatinelle
	Executive Vice President and	Vice President and
	Chief Financial Officer	Treasurer
	williamlowe@kemet.com	richardvatinelle@kemet.com
	864-963-6484	954-766-2838

KEMET COMPLETES ACQUISITION OF NEC TOKIN

Greenville, South Carolina (April 19, 2017) - KEMET Corporation (the “Company” or “KEMET”) (NYSE: KEM), a leading global supplier of passive electronic components, announced today that it has completed the acquisition, through its wholly owned subsidiary, KEMET Electronics Corporation (“KEC”), of NEC TOKIN Corporation (“NEC TOKIN”).

The acquisition of NEC TOKIN was completed pursuant to the previously announced February 23, 2017 Definitive NEC TOKIN Stock Purchase Agreement (the “Agreement’) between KEC and NEC Corporation (“NEC”). Pursuant to the Agreement, KEC paid NEC JPY 16.2 billion, or approximately $149.2 million, for all of the outstanding shares of NEC TOKIN it does not already own. The purchase price was comprised of JPY 6.0 billion (approximately $55.3 million) plus one-half of an amount determined to be the excess net cash proceeds from the announced sale of NEC TOKIN’s electro-mechanical devices (“EMD”) business, after the repayment of outstanding indebtedness of NEC TOKIN and after the payment of taxes, fees and expenses relating to the sale of the EMD business. The excess cash calculation is subject to working capital adjustments pursuant to a master sale and purchase agreement for the EMD business. Effective as of today, NEC TOKIN has changed its name to TOKIN Corporation (“TOKIN”).

“We look forward to shaping our future together with TOKIN,” stated Per Loof, the Company’s Chief Executive Officer. “This begins a new transformative chapter for both KEMET and TOKIN. It is an exciting time for all our stakeholders: customers, investors and, indeed, our employees. We look forward to addressing together the opportunities and challenges of developing and designing the next level of technologies that will enable us to exceed the future demands of our customers driven by the global electronic industry,” continued Loof.

As previously announced, based on current estimates, after all payments to NEC (and net of taxes, fees and expenses), the acquisition effectively results in a net cash inflow to the Company, on a consolidated basis, of approximately $38.6 million and 100% ownership of the shares of NEC TOKIN. KEMET’s consolidated combined cash on the balance sheet (including TOKIN Corporation), post-closing, is approximately $269.1 million.

For details of the Agreement, please refer to the Company’s Form 8-K filed on February 23, 2017.

2835 KEMET Way, Simpsonville, SC 29681 USA

864.963.6300 www.kemet.com

KEMET COMPLETES ACQUISITION OF NEC TOKIN

April 19, 2017

Page 2

About KEMET

The Company's common stock is listed on the NYSE under the ticker symbol "KEM" (NYSE: KEM). At the Investor Relations section of our web site at http://www.kemet.com/IR, users may subscribe to KEMET news releases and find additional information about our Company. KEMET offers our customers the broadest selection of capacitor technologies in the industry, along with an expanding range of electromechanical devices, electromagnetic compatibility solutions and supercapacitors. Our vision is to be the preferred supplier of electronic component solutions demanding the highest standards of quality, delivery and service.Additional information about KEMET can be found at http://www.kemet.com.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

Certain statements included herein contain forward-looking statements within the meaning of federal securities laws, including the estimate of net cash inflow to the Company, on a consolidated basis. These forward-looking statements are based on management’s current expectations, estimates, beliefs and assumptions. Words such as “expects,” “anticipates,” “believes,” “estimates,” variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s judgment only as of the date hereof. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise.

Factors that may cause actual outcome and results to differ materially from those expressed in, or implied by, these forward-looking statements include, but are not necessarily limited to the following:

(i) adverse economic conditions could impact our ability to realize operating plans if the demand for our products declines, and such conditions could adversely affect our liquidity and ability to continue to operate; (ii) continued net losses could impact our ability to realize current operating plans and could materially adversely affect our liquidity and our ability to continue to operate; (iii) adverse economic conditions could cause the write down of long-lived assets or goodwill; (iv) an increase in the cost or a decrease in the availability of our principal or single-sourced purchased raw materials; (v) changes in the competitive environment; (vi) uncertainty of the timing of customer product qualifications in heavily regulated industries; (vii) economic, political, or regulatory changes in the countries in which we operate; (viii) difficulties, delays or unexpected costs in completing the restructuring plans; (ix) equity method investment in NEC TOKIN exposes us to a variety of risks; (x) acquisitions and other strategic transactions expose us to a variety of risks; (xi)  the acquisition of NEC TOKIN may not achieve all of the anticipated results (xii) our business could be negatively impacted by increased regulatory scrutiny and litigation; (xiii) the inability to attract, train and retain effective employees and management; (xiv) the inability to develop innovative products to maintain customer relationships and offset potential price erosion in older products; (xv) exposure to claims alleging product defects; (xvi) the impact of laws and regulations that apply to our business, including those relating to environmental matters; (xvii) the impact of international laws relating to trade, export controls and foreign corrupt practices; (xviii) changes impacting international trade and corporate tax provisions related to the global manufacturing and sales of our products may have an adverse effect on our financial condition and results of operations; (xix) volatility of financial and credit markets affecting our access to capital; (xx) the need to reduce the total costs of our products to remain competitive; (xxi) potential limitation on the use of net operating losses to offset possible future taxable income; (xxii) restrictions in our debt agreements that limit our flexibility in operating our business; (xxiii) failure of our information technology systems to

KEMET COMPLETES ACQUISITION OF NEC TOKIN

April 19, 2017

Page 3

function properly or our failure to control unauthorized access to our systems may cause business disruptions; (xxiv) additional exercise of the warrant by K Equity, LLC which could potentially result in the existence of a significant stockholder who could seek to influence our corporate decisions; and (xxv) fluctuation in distributor sales could adversely affect our results of operations.