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): June 22, 2020
LIVENT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-38694 | 82-4699376 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2929 Walnut Street Philadelphia, Pennsylvania | 19104 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 215-299-5900
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 22, 2020, Livent Corporation (the “Company”) issued a press release announcing the Company’s intent to offer, subject to market conditions and other factors, $225 million aggregate principal amount of convertible senior notes due 2025 in a private placement offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
On June 23, 2020, the Company issued a press release announcing the pricing of the offering of $225 million aggregate principal amount of 4.125% convertible senior notes due 2025 in a private placement offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any security (including without limitation the notes and the shares of the Company’s common stock issuable upon conversion of the notes) and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Item 9.01 Financial Statements and Exhibits
d) Exhibits.
Exhibit Number | Description | |
99.1 | Launch Press Release, dated June 22, 2020, issued by Livent Corporation | |
99.2 | Pricing Press Release, dated June 23, 2020, issued by Livent Corporation | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
LIVENT CORPORATION
| ||
Date: June 23, 2020 | By: | /s/ Gilberto Antoniazzi |
Gilberto Antoniazzi | ||
Vice President and Chief Financial Officer |