Filed: 14 Jun 21, 5:07pm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
|(Commission File Number)|
2929 Walnut Street
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: 215-299-6000
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.001 per share||LTHM||New York Stock Exchange|
Check the appropriate box below if the Form 8-K 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|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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. ☐
Item 8.01 Other Events.
On June 10, 2021, Livent Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the “Underwriters”), for the issuance and sale by the Company of 13,000,000 shares of its common stock, par value $0.001 per share (the “Common Stock”), in an underwritten public offering (the “Offering”) at a price to the public of $17.50 per share. Pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option (the “Underwriters’ Option”) to purchase up to an additional 1,950,000 shares of Common Stock. On June 11, 2021, the Underwriters exercised the Underwriters’ Option in full. Total net proceeds from the Offering to the Company, including from the exercise of the Underwriters’ Option, are expected to be approximately $252.4 million, after deducting the Underwriters’ discounts and commissions and estimated offering expenses payable by the Company.
The shares issuable in the Offering, including pursuant to the Underwriters’ Option, have been registered under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-256939), effective as of June 9, 2021, as supplemented by a prospectus supplement, dated June 10, 2021 and filed June 14, 2021, in each case filed with the Securities and Exchange Commission (the “Commission”).
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
|Underwriting Agreement dated June 10, 2021 among the Company, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC.|
|Opinion of Morgan, Lewis & Bockius LLP.|
|Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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.
|Date: June 14, 2021||By:||/s/ Gilberto Antoniazzi|
|Vice President and Chief Financial Officer|