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): December 5, 2014

EASTMAN CHEMICAL COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-12626	62-1539359
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS employer Identification No.)

200 South Wilcox Drive, Kingsport, TN	37662
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (423) 229-2000

None

(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 December 5, 2014, Eastman Chemical Company (the “Company”) completed its previously announced acquisition of Taminco Corporation (“Taminco”), through the merger (the “Acquisition”) of Stella Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), with and into Taminco, with Taminco surviving the merger and becoming a wholly-owned subsidiary of the Company. The Acquisition was effected pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 11, 2014, by and among the Company, Merger Sub and Taminco.

At the effective time of the Acquisition (the “Effective Time”), each share of Taminco common stock issued and outstanding immediately prior to the Effective Time (other than shares pursuant to which dissenters’ rights have been properly exercised) was canceled and converted automatically into the right to receive, in accordance with the terms of the Merger Agreement, $26.00 in cash (the “Acquisition Consideration”).

Also at the Effective Time, each outstanding option to acquire shares of Taminco common stock issued under any of Taminco’s equity incentive plans, whether or not then vested, was converted into the right to receive, in cash and for each share of Taminco common stock subject to such option, the amount by which the value of the Acquisition Consideration exceeded such option’s exercise price.

The foregoing description of the Acquisition is qualified in its entirety by reference to the Merger Agreement, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 17, 2014.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

A portion of the cash component of the purchase price paid in the Acquisition was funded from borrowings, on December 5, 2014, of $1.0 billion under the Company’s previously announced Five-Year Senior Term Loan Credit Agreement, dated October 9, 2014, by and among the Company, the initial lenders named therein, Citibank, N.A., as administrative agent, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith as joint lead arrangers, Bank of America, N.A., as documentation agent, and JPMorgan Chase Bank, N.A., as syndication agent (the “Term Loan”).

Additional information and details regarding the Term Loan are contained in Item 1.01 of the Company’s Current Report on Form 8-K filed on October 15, 2014, and the foregoing description of the Term Loan is qualified in its entirety by reference to the Five-Year Senior Term Loan Credit Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 15, 2014.

Item 7.01. Regulation FD Disclosure.

On December 5, 2014, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

In addition, also in connection with the completion of the Acquisition, Taminco repaid all amounts outstanding under its senior credit facility and, on December 5, 2014, Taminco Global Chemical Corporation, a wholly-owned subsidiary of Taminco (“Taminco Global”), issued a notice of redemption to the holders of all of Taminco Global’s 9.75% Second-Priority Senior Secured Notes due 2020 (the “Notes”) and satisfied and discharged its obligations under the indenture relating to the Notes.

A copy of the press release issued by the Company announcing Taminco Global’s redemption of the Notes is filed as Exhibit 99.2 hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

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The financial statements of Taminco required to be filed pursuant to this Item 9.01(a) will be filed with the Securities and Exchange Commission (“SEC”) by amendment to this Current Report on Form 8-K no later than February 20, 2015 (71 calendar days after the date on which this Current Report on Form 8-K is filed).

(b) Pro Forma Financial Information.

The financial statements required to be filed pursuant to this Item 9.01(b) will be filed with the SEC by amendment to this Current Report on Form 8-K no later than February 20, 2015 (71 calendar days after the date on which this Current Report on Form 8-K is filed).

(d) Exhibits. The following exhibits are filed with this report:

Exhibit No.	Description
99.1	Press release dated December 5, 2014.
99.2	Press release dated December 5, 2014.

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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.

EASTMAN CHEMICAL COMPANY
By:	/s/ Brian L. Henry
	Name:	Brian L. Henry
	Title:	Senior Counsel & Assistant Secretary

Date: December 11, 2014

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated December 5, 2014.
99.2	Press release dated December 5, 2014.

EX-99.1

Exhibit 99.1

Eastman Completes Acquisition of Taminco

KINGSPORT, Tenn., Dec. 5, 2014 – Eastman Chemical Company (NYSE:EMN) announced today the completion of its acquisition of Taminco Corporation (NYSE:TAM), a global specialty chemical company, for a total of $2.8 billion in cash and assumed debt. The acquired Taminco businesses are expected to be accretive to 2015 earnings per share by greater than $0.35, excluding acquisition-related costs and charges, and to 2016 earnings per share by greater than $0.60.

“We are pleased to complete this transaction and welcome Taminco employees to the global Eastman team,” said Mark Costa, chairman and chief executive officer. “Taminco’s world-class alkylamine technology platform and strong presence in attractive niche end markets will further strengthen our position as a leading specialty chemical company. We are committed to successful integration of Taminco and look forward to delivering the projected synergies of this transaction.”

Taminco’s former Specialty Amines and Crop Protection businesses will be operated as part of the Additives & Functional Products segment and its former Functional Amines business will be operated as part of the Specialty Fluids & Intermediates segment.

Taminco stockholders are entitled to receive $26.00 in cash for each share of Taminco common stock. Taminco’s common stock has been delisted from trading on the New York Stock Exchange.

Forward-Looking Statements: This release includes forward-looking statements subject to the safe harbor provisions of the federal securities laws. These forward-looking statements include statements regarding Eastman’s current expectations regarding the expected benefits of the acquisition of Taminco, integration plans and expected synergies therefrom, and anticipated future financial and operating performance and results. Such expectations are based upon certain preliminary information, internal estimates, and management assumptions, expectations, and plans, and are subject to a number of risks and uncertainties inherent in projecting future conditions, events, and results. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions or expectations prove to be inaccurate or are unrealized. Important factors that could cause actual results to differ materially from such expectations are and will be detailed in the company’s filings with the Securities and Exchange Commission (“SEC”), including the Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 that has been filed with the SEC. Filings made by Eastman are available when filed with the SEC on the Eastman web site at www.eastman.com in the Investors, SEC Information section.

Eastman is a global specialty chemical company that produces a broad range of products found in items people use every day. With a portfolio of specialty businesses, Eastman works with customers to deliver innovative products and solutions while maintaining a commitment to safety and sustainability. Its market-driven approaches take advantage of world-class technology platforms and leading positions in attractive end-markets such as transportation, building and construction and consumables. Eastman focuses on creating consistent, superior value for all stakeholders. As a globally diverse company, Eastman serves customers in approximately 100 countries and had 2013 revenues of approximately $9.4 billion. The company is headquartered in Kingsport, Tennessee, USA and employs approximately 14,000 people around the world. For more information, visit www.eastman.com.

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Contacts:

Media: Kristin Parker

423-229-2526 / kristin@eastman.com

Investors: Greg Riddle

212-835-1620 / griddle@eastman.com

EX-99.2

Exhibit 99.2

Eastman Announces its Wholly-Owned Subsidiary Taminco Global Chemical

Company’s Redemption of its 9.75% Second-Priority Senior Secured Notes

due 2020

KINGSPORT, Tenn., December 5, 2014 – Eastman Chemical Company (“Eastman” NYSE:EMN) announced that Taminco Global Chemical Company (“Taminco Global”), which on December 5, 2014 became a wholly owned subsidiary of Eastman, will redeem all of Taminco Global’s outstanding 9.75% Second-Priority Senior Secured Notes due 2020 (the “Notes”). In connection with Eastman’s completion of its acquisition of Taminco Corporation, the sole stockholder of Taminco Global, Taminco Global has irrevocably deposited amounts with the trustee sufficient to fund the redemption of the Notes and to satisfy and discharge the indenture governing the Notes (the “Indenture”).

On January 5, 2015 (the “Redemption Date”), Taminco Global will redeem $400,000,000 in principal amount of the Notes outstanding at a redemption price of 100% of their principal amount, plus the Applicable Premium (as defined below) and accrued and unpaid interest to, but not including, the Redemption Date. The “Applicable Premium” means the greater of: (1) 1.0% of the outstanding principal amount of the Notes; and (2) the excess of (a) the present value at the Redemption Date of (i) 107.313%, plus (ii) all required interest payments due on the Notes through March 31, 2015 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate (as defined in the Indenture) as of the Redemption Date plus 50 basis points; over (b) the then outstanding principal amount of the Notes.

Eastman is a global specialty chemical company that produces a broad range of products found in items people use every day. With a portfolio of specialty businesses, Eastman works with customers to deliver innovative products and solutions while maintaining a commitment to safety and sustainability. Its market-driven approaches take advantage of world-class technology platforms and leading positions in attractive end-markets such as transportation, building and construction and consumables. Eastman focuses on creating consistent, superior value for all stakeholders. As a globally diverse company, Eastman serves customers in approximately 100 countries and had 2013 revenues of approximately $9.4 billion. The company is headquartered in Kingsport, Tennessee, USA and employs approximately 14,000 people around the world. For more information, visit www.eastman.com.

Forward-Looking Statements

This communication may contain forward-looking statements, which can be identified by the use of words such as “believes,” “expects,” “may,” “will,” “intends,” “plans,” “estimates” or “anticipates,” or other comparable terminology, or by discussions of strategy, plans or intentions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, without limitation, statements regarding the redemption of the Notes; and any assumptions underlying any of the foregoing. Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements.

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Contacts

Media:

Kristin Parker

423-229-2526 / kristin@eastman.com

Investors:

Greg Riddle

212-835-1620 / griddle@eastman.com