乐天堂fun88(中国区)官方网站

1. GENERAL

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Description of Business

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We are a global manufacturer of diversified organic chemical products. We operate in three segments: Polyurethanes, Performance Products and Advanced Materials. Our products comprise many different chemicals and formulations, which we market globally to a wide range of consumers that consist primarily of industrial and building product manufacturers. Our products are used in a broad range of applications, including those in the adhesives, aerospace, automotive, coatings and construction, construction products, durable and non-durable consumer products, electronics, insulation, packaging, power generation and听refining. Many of our products offer effects such as premium insulation in homes and buildings and the light weighting of airplanes and automobiles that help conserve energy. We are a leading global producer in many of our key product lines, including MDI, amines, maleic anhydride and听epoxy-based polymer formulations.听

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Our company, a Delaware corporation, was formed in 2004 to hold the 乐天堂fun88(中国区)官方网站 businesses, which were founded by Jon M. 乐天堂fun88(中国区)官方网站. Mr. 乐天堂fun88(中国区)官方网站 founded the predecessor to our Company in 1970 as a small polystyrene plastics packaging company. Since then, we have transformed through a series of acquisitions and divestitures and now own a global portfolio of businesses with a primary focus on improving energy efficiency. On February 28, 2023, we completed the sale of our Textile Effects Business to Archroma听for a purchase price of $593 million, which includes estimated adjustments to the purchase price for working capital plus the assumption of underfunded pension liabilities. The final purchase price is subject to customary post-closing adjustments. Upon the completion of the sale, we received net proceeds of $530听million, determined as the purchase price less $5 million for certain costs paid by Archroma on our behalf, $30 million of estimated net working capital adjustments and $28 million of cash that will be reimbursed to us as part of the final post-closing adjustments anticipated in the first quarter of 2024.听For more information, see听鈥淣ote 4. Discontinued Operations and Business Dispositions鈥� Discontinued Operations鈥擲ale of Textile Effects Business.鈥� We operate all of our businesses through 乐天堂fun88(中国区)官方网站 International, our wholly-owned subsidiary. 乐天堂fun88(中国区)官方网站 International is a Delaware limited liability company and was formed in 1999.

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Recent Developments听

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Dividend Increase

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On February 16, 2024, our Board of Directors declared a $0.25 per share cash dividend on our common stock. This represents an approximate 5% increase from the previous dividend.

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Separation and Acquisition of Assets of SLIC Joint Venture

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On January 31, 2024, we completed the planned separation and acquisition of assets of SLIC,听our manufacturing joint venture with BASF and three Chinese chemical companies. The final purchase price of the acquired assets will be determined based on an asset valuation, which we currently expect to be completed in the first quarter of 2024. The acquisition of the assets were funded in part with HPS issuing a note payable at closing of approximately $230听million, which is subject to change pending the final valuation. As of January 31, 2024, we made a cash payment of approximately $26 million against the note payable. The remainder of the note payable will be paid off in cash in future quarters. The future proceeds of the acquisition received by SLIC will be distributed back to the respective joint venture partners upon liquidation of the joint venture. We anticipate that the liquidation will occur by mid-2025.

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Amendments to Accounts Receivable Securitization Programs

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On January 22, 2024, we entered into an amendment to our听U.S. A/R Program听that extended the scheduled maturity date of our U.S. A/R Program from July 2024 to January 2027. In addition, on January 31, 2024, we entered into an amendment to our听EU A/R Program, effective as of February 15, 2024, that extended the scheduled maturity date of our EU A/R Program from July 2024 to July 2027. Aside from the extended maturity dates, these amendments to our A/R Programs secured substantially similar terms as those in the prior agreements.

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Other Significant Development听During 2023

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On September 19, 2023, we entered into a share purchase agreement to sell our polyurethanes business in Russia and Belarus.听The transaction is subject to government approvals in several jurisdictions in addition to regulatory approvals and the satisfaction of customary closing conditions.听The timing and final completion of the transaction are uncertain as the requirements to obtain approval of the transaction have been evolving, and we expect the approval process will continue to be subject to unanticipated changes and delays.听

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