Cabot Corporation Form 8-K Summary
Business Context and Reporting Period
Company: Cabot Corporation
Filing Date: June 20, 2012
Event: Entry into a Material Definitive Agreement to acquire Norit N.V.
On June 20, 2012, Cabot Corporation entered into an agreement to purchase all issued and outstanding share capital of Norit N.V. (the "Target") from N Beta S.à r.l., an affiliate of Doughty Hanson & Co Managers Limited and Euroland Investments B.V.
Key Financial Metrics and Transaction Details
| Metric | Value |
|---|---|
| Purchase Price | $1.1 billion |
| Financing: Cash on Hand | Approximately $200 million |
| Financing: Revolving Credit Facility | Approximately $300 million |
| Financing: New Long-Term Debt | Approximately $600 million |
| Expected Closing | End of calendar year 2012 |
The filing does not provide specific revenue, profit, cash flow, margin, or existing debt figures for Cabot Corporation outside of the transaction financing details.
Material Changes and Conditions
The transaction represents a significant expansion of the Company's operations through acquisition. The agreement is not subject to a financing condition. Closing is contingent upon the following:
- Expiration or termination of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act.
- Clearance by the German antitrust authority or lapse of the applicable waiting period.
- Completion of Dutch works council consultation and advice.
- Accuracy of warranties and material performance/compliance by both parties.
Either party may terminate the agreement if conditions remain unsatisfied or become impossible to satisfy within 120 days after receipt of advice from the Target's Dutch works council.
Outlook, Risks, and Management Commentary
Management expects the transaction to close by the end of 2012. The primary risks to the transaction involve regulatory approvals (U.S. and German antitrust) and the outcome of the Dutch works council consultation. The Company plans to issue approximately $600 million of new long-term debt to fund the acquisition.
Investor Verification Checklist
- Verify the status of U.S. and German antitrust clearance.
- Monitor the outcome of the Dutch works council consultation.
- Confirm the issuance of the planned $600 million long-term debt.
- Review the attached press release (Exhibit 99.1) for additional strategic rationale.