Chemtura CORP Sample Contracts

LANXESS Solutions US Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LANXESS SOLUTIONS US INC. (April 21st, 2017)

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle 19801. The name of its registered agent at that address is The Corporation Trust Company.

LANXESS Solutions US Inc. – BY-LAWS OF LANXESS ADDITIVES INC. A Delaware Corporation Effective September 23, 2016 (April 21st, 2017)
LANXESS Solutions US Inc. – News Release (April 21st, 2017)

Cologne – Specialty chemicals company LANXESS has successfully completed the acquisition of U.S. company Chemtura, one of the world’s leading suppliers of flame retardant and lubricant additives, earlier than originally expected effective April 21, 2017. All required regulatory authorities have cleared the transaction. Already in February 2017, Chemtura’s shareholders voted to approve the acquisition. With a total enterprise value of EUR 2.4 billion, Chemtura is the largest acquisition in the history of LANXESS. The acquisition significantly expands the company’s additives portfolio and makes LANXESS one of the world’s leading players in this growth field, which is one of the most attractive in the specialty chemicals industry. In addition to additives, Chemtura’s urethanes and organometallics businesses will be integrated into the LANXESS portfolio. The Cologne-based specialty chemicals company will absorb some 2,500 Chemtura employees at 20 sites in 11 countries worldwide. The former

Chemtura CORP – PRESS RELEASE (February 22nd, 2017)

PHILADELPHIA, PA – February 22, 2017 – Chemtura Corporation (NYSE / Euronext Paris: CHMT) (the “Company,” “Chemtura,” “We,” “Us” or “Our”) today announced financial results for the fourth quarter and year ended December 31, 2016. The Company also filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2016. For the fourth quarter of 2016, Chemtura reported net sales of $385 million and net earnings on a GAAP basis of $22 million, or $0.34 per diluted share. Net earnings on a Non-GAAP basis were $22 million, or $0.34 per diluted share. For the year ended December 31, 2016, Chemtura reported net sales of $1,654 million and a net loss on a GAAP basis of $15 million, or $0.24 per diluted share. Net earnings on a Non-GAAP basis were $111 million, or $1.72 per diluted share.

Chemtura CORP – Chemtura Corporation (February 22nd, 2017)
Chemtura CORP – CHEMTURA ANNOUNCES STOCKHOLDER APPROVAL OF MERGER AGREEMENT WITH LANXESS (February 1st, 2017)

Philadelphia, Pa, February 1, 2017 – Chemtura Corporation (NYSE: CHMT) (Euronext Paris: CHMT) today announced that at a special meeting of stockholders held today, Chemtura stockholders voted to approve and adopt the previously announced merger agreement under which LANXESS Deutschland GmbH, a wholly owned subsidiary of LANXESS AG (FRA: LXS), will acquire all of the outstanding shares of Chemtura common stock for $33.50 per share in cash, without interest. Approximately 99.88% percent of the votes cast at the special meeting were in favor of the approval and adoption of the merger agreement, representing approximately 81.77% percent of Chemtura’s outstanding common stock as of December 23, 2016, the record date for the special meeting.

Chemtura CORP – PRESS RELEASE (October 31st, 2016)

PHILADELPHIA, PA – October 31, 2016 – Chemtura Corporation (NYSE / Euronext Paris: CHMT) (the “Company,” “Chemtura,” “We,” “Us” or “Our”) today announced financial results for the third quarter ended September 30, 2016. The Company also filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. For the third quarter of 2016, Chemtura reported net sales of $414 million and net earnings from continuing operations on a GAAP basis of $25 million, or $0.39 per diluted share. Net earnings from continuing operations on a Non-GAAP basis were $33 million, or $0.52 per diluted share.

Chemtura CORP – AGREEMENT AND PLAN OF MERGER (September 26th, 2016)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of September 25, 2016 among Chemtura Corporation, a Delaware corporation (the “Company”), Lanxess Deutschland GmbH, a limited liability company formed under the laws of Germany (“Parent”), and LANXESS Additives Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Subsidiary”).

Chemtura CORP – AMENDMENT NO. 3 TO THE SENIOR SECURED TERM FACILITY CREDIT AGREEMENT (July 28th, 2016)

This AMENDMENT NO. 3 TO THE SENIOR SECURED TERM FACILITY CREDIT AGREEMENT (this “Amendment”), dated as of July 25, 2016, is made by and among CHEMTURA CORPORATION, a Delaware corporation, as the borrower (the “Borrower”), BANK OF AMERICA, N.A. (“Bank of America”), as the New Lender (as defined below), and Bank of America, N.A., as the administrative agent (the “Administrative Agent”).

Chemtura CORP – PRESS RELEASE (July 28th, 2016)

PHILADELPHIA, PA – July 28, 2016 – Chemtura Corporation (NYSE / Euronext Paris: CHMT) (the “Company,” “Chemtura,” “We,” “Us” or “Our”) today announced financial results for the second quarter ended June 30, 2016. The Company also filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. For the second quarter of 2016, Chemtura reported net sales of $441 million and net earnings from continuing operations on a GAAP basis of $34 million, or $0.53 per diluted share. Net earnings from continuing operations on a Non-GAAP basis were $26 million, or $0.40 per diluted share.

Chemtura CORP – PRESS RELEASE (April 28th, 2016)

PHILADELPHIA, PA – April 28, 2016 – Chemtura Corporation, (NYSE / Euronext Paris: CHMT) (the “Company,” “Chemtura,” “We,” “Us” or “Our”) today announced financial results for the first quarter ended March 31, 2016. The Company also filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. For the first quarter of 2016, Chemtura reported net sales of $414 million and a net loss from continuing operations on a GAAP basis of $96 million, or $1.46 per diluted share. The loss from continuing operations includes a pension settlement charge of $1.96 per diluted share associated with the settlement of approximately 60% of our U.S. qualified pension plan obligations as of February 2016. As this loss was previously recorded in other comprehensive loss, the pension settlement charge has no net impact on our stockholders’ equity. Net earnings from continuing operations on a managed basis were $30 million, or $0.45 per diluted sha

Chemtura CORP – Chemtura Corporation (February 22nd, 2016)
Chemtura CORP – PRESS RELEASE (February 22nd, 2016)

PHILADELPHIA, PA – February 22, 2016 – Chemtura Corporation, (NYSE / Euronext Paris: CHMT) (the “Company,” “Chemtura,” “We,” “Us” or “Our”) today announced financial results for the fourth quarter and year ended December 31, 2015. The Company also filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2015. For the fourth quarter of 2015, Chemtura reported net sales of $399 million and net earnings from continuing operations on a GAAP basis of $66 million, or $0.96 per diluted share. Net earnings from continuing operations on a managed basis were $30 million, or $0.44 per diluted share. For the year ended December 31, 2015, Chemtura reported net sales of $1,745 million and net earnings from continuing operations on a GAAP basis of $136 million, or $1.98 per diluted share. Net earnings from continuing operations on a managed basis were $101 million, or $1.47 per diluted share.

Chemtura CORP – Chemtura Corporation 2014 Management Incentive Program (February 22nd, 2016)
Chemtura CORP – CHEMTURA CORPORATION 2010 LONG-TERM INCENTIVE PLAN (February 22nd, 2016)
Chemtura CORP – PERFORMANCE SHARE AWARD AGREEMENT PURSUANT TO THE CHEMTURA CORPORATION 2010 LONG-TERM INCENTIVE PLAN (February 22nd, 2016)

THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Chemtura Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Chemtura Corporation 2010 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

Chemtura CORP – PRESS RELEASE (October 28th, 2015)

PHILADELPHIA, PA – October 28, 2015 – Chemtura Corporation, (NYSE / Euronext Paris: CHMT) (the “Company,” “Chemtura,” “We,” “Us” or “Our”) today announced financial results for the third quarter ended September 30, 2015. The Company also filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015. For the third quarter of 2015, Chemtura reported net sales of $444 million and net earnings from continuing operations on a GAAP basis of $31 million, or $0.45 per diluted share. Net earnings from continuing operations on a managed basis also were $31 million, or $0.45 per diluted share.

Chemtura CORP – PRESS RELEASE (July 29th, 2015)

PHILADELPHIA, PA – July 29, 2015 – Chemtura Corporation, (NYSE / Euronext Paris: CHMT) (the “Company,” “Chemtura,” “We,” “Us” or “Our”) today announced financial results for the second quarter ended June 30, 2015. The Company also filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. For the second quarter of 2015, Chemtura reported net sales of $464 million and net earnings from continuing operations on a GAAP basis of $18 million, or $0.26 per diluted share. Net earnings from continuing operations on a managed basis were $20 million, or $0.29 per diluted share.

Chemtura CORP – PRESS RELEASE (April 29th, 2015)

PHILADELPHIA, PA – April 29, 2015 – Chemtura Corporation, (NYSE / Euronext Paris: CHMT) (the “Company,” “Chemtura,” “We,” “Us” or “Our”) today announced financial results for the first quarter ended March 31, 2015. The Company also filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. For the first quarter of 2015, Chemtura reported net sales of $438 million and net earnings from continuing operations on a GAAP basis of $21 million, or $0.30 per diluted share. Net earnings from continuing operations on a managed basis were $20 million, or $0.29 per diluted share.

Chemtura CORP – PRESS RELEASE (February 25th, 2015)

This release supplements the information provided in our Pre-Release. Among other things, it includes a discussion on our gain from sale of the Chemtura AgroSolutions business, a description of a pension settlement loss and the release of a valuation allowance on a significant majority of our U.S. deferred tax assets, primarily related to our historical net operating loss carry-forwards.

Chemtura CORP – PRESS RELEASE Contact: Matthew Sokol 203-573-2153 (February 4th, 2015)

PHILADELPHIA, PA – February 4, 2015 – Chemtura Corporation (NYSE / Euronext Paris: CHMT) (the “Company,” “Chemtura,” “We,” “Us” or “Our”) today announced preliminary unaudited net sales, operating income and Adjusted EBITDA for each reporting segment and the Company for the fourth quarter and year ended December 31, 2014, excluding the gain on the sale of our Chemtura AgroSolutions business and a fourth quarter loss on a pension settlement. To assist investors in understanding our remaining Company’s performance, we also provided adjustments to eliminate the activity of the Chemtura AgroSolutions (“CAS”) business and ongoing post-closing supply agreements with Platform Specialty Products Corporation (“Platform”), including direct costs incurred in the process to sell this business (collectively, the “CAS Adjustments”), for the calendar years 2014, 2013 and 2012 together with the four calendar quarters of 2014 and the comparative fourth quarter of 2013.

Chemtura CORP – Press Release (November 3rd, 2014)

PHILADELPHIA, Pa., Nov. 3, 2014 - Chemtura Corporation (NYSE: CHMT) (Euronext Paris: CHMT) (“Chemtura”) today announced that it has completed the sale of its agrochemicals business, Chemtura AgroSolutions, to Platform Specialty Products Corporation (NYSE: PAH) (“Platform”), a global specialty chemicals company, for approximately $1 billion, consisting of $950 million in cash and 2 million shares of Platform's common stock. The purchase price is subject to customary post-closing adjustments.

Chemtura CORP – AMENDMENT NO. l TO EMPLOYMENT AGREEMENT (October 28th, 2014)

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of March 9, 2011, by and among Chemtura Corporation, a Delaware corporation (the “Company”) and Chet H. Cross (the “Executive”).

Chemtura CORP – PRESS RELEASE (October 28th, 2014)

PHILADELPHIA, PA – October 28, 2014 – Chemtura Corporation, (NYSE / Euronext Paris: CHMT) (the “Company,” “Chemtura,” “We,” “Us” or “Our”) today announced financial results for the third quarter ended September 30, 2014. We also filed with the Securities and Exchange Commission our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014. For the third quarter of 2014, Chemtura reported net sales of $558 million and net earnings from continuing operations on a GAAP basis of $15 million, or $0.17 per diluted share. Net earnings from continuing operations on a managed basis were $18 million, or $0.20 per diluted share.

Chemtura CORP – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (October 28th, 2014)

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of March 9, 2011, by and among Chemtura Corporation, a Delaware corporation (the “Company”) and Alan M. Swiech (the “Executive”).

Chemtura CORP – PRESS RELEASE (July 29th, 2014)

PHILADELPHIA, PA – July 29, 2014 – Chemtura Corporation, (NYSE / Euronext Paris: CHMT) (the “Company,” “Chemtura,” “We,” “Us” or “Our”) today announced financial results for the second quarter ended June 30, 2014. We also filed with the Securities and Exchange Commission our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. For the second quarter of 2014, Chemtura reported net sales of $609 million and net earnings from continuing operations on a GAAP basis of $43 million, or $0.46 per diluted share. Net earnings from continuing operations on a managed basis were $30 million, or $0.32 per diluted share.

Chemtura CORP – PRESS RELEASE (April 30th, 2014)

PHILADELPHIA, PA – April 30, 2014 – Chemtura Corporation, (NYSE / Euronext Paris: CHMT) (the “Company,” “Chemtura,” “We,” “Us” or “Our”) today announced financial results for the first quarter ended March 31, 2014. We also filed with the Securities and Exchange Commission our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014. For the first quarter of 2014, Chemtura reported net sales of $556 million and net earnings from continuing operations on a GAAP basis of $10 million, or $0.10 per diluted share. Net earnings from continuing operations on a managed basis were $13 million, or $0.13 per diluted share.

Chemtura CORP – STOCK AND ASSET PURCHASE AGREEMENT between CHEMTURA CORPORATION and PLATFORM SPECIALTY PRODUCTS CORPORATION dated as of April 16, 2014 (April 17th, 2014)

This STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”) is made this 16th day of April, 2014 by and between (i) Chemtura Corporation, a Delaware corporation (“Chemtura”; Chemtura and each of the entities listed on Schedule A, a “Seller” and collectively, “Sellers”), and (ii) Platform Specialty Products Corporation, a Delaware corporation (“Purchaser”) (on its own behalf and as agent on behalf of certain foreign and domestic subsidiaries to be formed prior to the Closing (as defined herein)).

Chemtura CORP – CHEMTURA ANNOUNCES AGREEMENT TO SELL AGROCHEMICALS BUSINESS TO PLATFORM SPECIALTY PRODUCTS FOR APPROXIMATELY $1 BILLION Divestiture Unlocks Significant Value in Portfolio for Shareholders and Sharpens Chemtura’s Focus as “Pure- Play” Leader in Industrial Specialty Chemicals (April 17th, 2014)

PHILADELPHIA, PA., April 17, 2014 – Chemtura Corporation (NYSE: CHMT) (Euronext Paris: CHMT) (“Chemtura”) today announced that it has entered into a definitive agreement to sell its agrochemicals business, Chemtura AgroSolutions, to Platform Specialty Products Corporation (NYSE: PAH) (“Platform”), a global specialty chemicals company, for approximately $1 billion. The consideration will be funded with $950 million in cash and 2 million shares of Platform's common stock. The transaction is subject to customary purchase price adjustments, closing conditions and regulatory approvals and is expected to close in the second half of 2014.

Chemtura CORP – PRESS RELEASE Contact: Dalip Puri 203-573-2153 (February 25th, 2014)

PHILADELPHIA, PA – February 24, 2014 – Chemtura Corporation, (NYSE / Euronext Paris: CHMT) (the “Company,” “Chemtura,” “We,” “Us” or “Our”) today announced financial results for the fourth quarter ended December 31, 2013. We also filed with the Securities and Exchange Commission our Annual Report on Form 10-K for the year ended December 31, 2013. For the fourth quarter of 2013, Chemtura reported net sales of $544 million and net earnings from continuing operations attributable to Chemtura on a GAAP basis of $13 million, or $0.13 per diluted share. Net earnings from continuing operations attributable to Chemtura on a managed basis were $16 million, or $0.16 per diluted share.

Chemtura CORP – Chemtura Corporation 2012 Management Incentive Program (February 24th, 2014)
Chemtura CORP – Chemtura Corporation 2013 Management Incentive Program (February 24th, 2014)
Chemtura CORP – $175,000,000 and €60,000,000 SENIOR SECURED REVOLVING FACILITIES CREDIT AGREEMENT Dated as of November 10, 2010 As amended and restated as of December 4, 2013 among CHEMTURA CORPORATION and the US Subsidiary Borrowers referenced herein, as US Borrowers and chemtura sales europe b.v. as Foreign Borrower and chemtura europe GMBH as Swiss Guarantor and Bank of America, N.A. as US Administrative Agent, Foreign Administrative Agent and Swing Line Lender and WELLS FARGO CAPITAL FINANCE, LLC as Syndication Agent and CITIBANK, N.A. as Documentation Agent and WELLS FARGO BANK, N.A. as Initial US Issuin (December 6th, 2013)
Chemtura CORP – FOREIGN SECURITY AGREEMENT Dated as of December 4, 2013 From The Foreign Grantors referred to herein as Foreign Grantors to BANK OF AMERICA, N.A. as Foreign Administrative Agent (December 6th, 2013)
Chemtura CORP – FOREIGN GUARANTY Dated as of December 4, 2013 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE FOREIGN SECURED PARTIES REFERRED TO HEREIN (December 6th, 2013)

FOREIGN GUARANTY dated as of December 4, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Foreign Guaranty”) made by the Swiss Guarantor (as defined below), the US Borrowers (as defined below) and each of the other Persons listed on the signature pages hereof under the caption “Guarantors” and the Additional Guarantors (as defined in Section 8(b)) (the Swiss Guarantor, the US Borrowers, such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Foreign Secured Parties (as defined in the Credit Agreement referred to below).