Eastman Chemical Co. Files 8-K: Material Agreement

TL;DR

EMN filed an 8-K for a material definitive agreement on Aug 1st.

AI Summary

On August 1, 2024, Eastman Chemical Company (NYSE: EMN) entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits as part of this 8-K filing. Specific details of the agreement and financial information were not disclosed in the provided text.

Why It Matters

This filing indicates a significant new contract or partnership for Eastman Chemical, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, but the lack of specific details in this filing makes a precise risk assessment difficult.

Key Players & Entities

• Eastman Chemical Company (company) — Registrant
• August 1, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 1-12626 (filing_number) — Commission File Number
• 62-1539359 (tax_id) — IRS Employer Identification No.
• Kingsport Tennessee (location) — Address of Principal Executive Offices
• 423-229-2000 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share EMN New York Stock Exchan
• $500,000,000 — Chemical Company (the "Company") issued $500,000,000 aggregate principal amount of 5.000% No
• $494.4 m — sale of the Notes will be approximately $494.4 million, after deducting the underwriting
• $250 million — nder Offer") to purchase for cash up to $250 million aggregate principal amount of the Compa

Filing Documents

• d850952d8k.htm (8-K) — 36KB
• d850952dex11.htm (EX-1.1) — 150KB
• d850952dex42.htm (EX-4.2) — 53KB
• d850952dex51.htm (EX-5.1) — 16KB
• g850952g0731072511108.jpg (GRAPHIC) — 2KB
• g850952g0731073037271.jpg (GRAPHIC) — 6KB
• 0001193125-24-191526.txt ( ) — 479KB
• emn-20240801.xsd (EX-101.SCH) — 4KB
• emn-20240801_def.xml (EX-101.DEF) — 13KB
• emn-20240801_lab.xml (EX-101.LAB) — 21KB
• emn-20240801_pre.xml (EX-101.PRE) — 14KB
• d850952d8k_htm.xml (XML) — 5KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 1, 2024 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 Tennessee 37660 (Address of Principal Executive Offices) (Zip Code) (423) 229-2000 (Registrant's Telephone Number, Including Area Code) 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share EMN New York Stock Exchange 1.875% Notes Due 2026 EMN26 New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company 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. Item1.01. Entry into a Material Definitive Agreement. On August 1, 2024, Eastman Chemical Company (the "Company") issued $500,000,000 aggregate principal amount of 5.000% Notes due 2029 (the "Notes") in a public offering (the "Notes Offering") pursuant to a registration statement on Form S-3 (File No. 333-280083) and a preliminary prospectus supplement and prospectus supplement related to the offering of the Notes, each as previously filed with the SEC. The Notes were issued under an indenture, dated as of June 5, 2012 (the "Indenture"), by and between the Company and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee (the "Trustee"). The Notes will mature on August 1, 2029. Interest on the Notes will be paid semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2025, to the persons in whose names such Notes are registered in the security register at the close of business on the January 17 or June 17 preceding the relevant interest payment date, except that interest payable at maturity shall be paid to the same persons to whom principal of the Notes is payable. Prior to July 1, 2029 (one month prior to the Notes maturity date (the "Par Call Date")), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Notes) plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. In addition, on and after the Par Call Date, the Company may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption. The Indenture and the Notes contain covenants that, among other things, restrict the ability of the Company to incur certain secured indebtedness, enter into sale and leaseback transactions and consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries on a consolidated basis. These covenants are subject to a number of important exceptions and qualifications. Upon the occurrence of a change of control (as defined in the Indenture) and a contemporaneous downgrade of the Notes below an investment grade rating by both Moody's Investors Service, Inc. and S&P Global Ratings, a division of S&P Global, Inc., the Company will be re

View Full Filing

View this 8-K filing on SEC EDGAR