Attached files
file | filename |
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EX-1.1 - EX-1.1 - EASTMAN CHEMICAL CO | g25464exv1w1.htm |
EX-5.1 - EX-5.1 - EASTMAN CHEMICAL CO | g25464exv5w1.htm |
EX-4.1 - EX-4.1 - EASTMAN CHEMICAL CO | g25464exv4w1.htm |
EX-4.2 - EX-4.2 - EASTMAN CHEMICAL CO | g25464exv4w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 10, 2010
EASTMAN CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
1-12626 (Commission File Number) |
62-1539359 (IRS Employer Identification No.) |
200 South Wilcox Drive Kingsport, TN (Address of principal executive offices) |
37662 (Zip Code) |
Registrants telephone number, including area code: (423) 229-2000
None
(Former name or former address, if changed since last report.)
(Former name or former address, if changed since last report.)
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Item 8.01. | Other Events |
On December 10, 2010, Eastman Chemical Company (the Company) issued and sold $250
million aggregate principal amount of 3% Notes due 2015 and $250 million aggregate principal amount
of 4.5% Notes due 2021 (together, the Notes) pursuant to an underwriting agreement with Citigroup
Global Markets Inc., J.P. Morgan Securities LLC, and RBS Securities Inc., as representatives of
several underwriters. The Notes were issued under an indenture, dated January 10, 1994, between the
Company and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York),
as trustee, and are evidenced by global notes. The Notes are unsecured, unsubordinated general
obligations of the Company. The Notes were sold pursuant to the Companys Registration Statement on
Form S-3 (Registration No. 333-159259) filed with, and declared effective by, the Securities and
Exchange Commission (the SEC) on May 15, 2009 (the Registration Statement), and the prospectus
supplement and issuer free writing prospectus, each of which were filed with the SEC on December 1,
2010.
The Company is filing as exhibits to this Form 8-K the following exhibits to the Registration
Statement:
1. | Underwriting Agreement, dated December 1, 2010, by and among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and RBS Securities Inc., as representatives of the several underwriters | ||
2. | Form of 3% Note due 2015 | ||
3. | Form of 4.5% Note due 2021 | ||
4. | Opinion of Jones Day regarding the validity of the Notes | ||
5. | Consent of Jones Day |
The net proceeds from the sale of the Notes were used to pay a portion of the purchase price
in the Companys previously announced cash tender offer for certain outstanding debt securities
(the Tender Offer). Pursuant to the Tender Offer, which expired at 12:00 midnight, New York City time, on December 8, 2010, the Company
accepted for purchase, and paid for, an aggregate of $255,579,000 principal amount of the Companys
71/4% Debentures due 2024,
$146,099,000 principal amount of the Companys
75/8% Debentures due 2024,
$76,604,000 principal amount of the Companys 7.60% Debentures due 2027 and $21,721,000 principal
amount of the Companys 6.30% Notes due 2018.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
Number | Exhibit | |||
1.1 | Underwriting Agreement, dated December 1, 2010, by and among
the Company and Citigroup Global Markets Inc., J.P. Morgan
Securities LLC, and RBS Securities Inc., as representatives of
the several underwriters |
|||
4.1 | Form of 3% Note due 2015 |
|||
4.2 | Form of 4.5% Note due 2021 |
|||
5.1 | Opinion of Jones Day regarding the validity of the Notes |
|||
23.1 | Consent of Jones Day (contained in Exhibit 5.1) |
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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.
EASTMAN CHEMICAL COMPANY |
||||
By: | /s/ Scott V. King | |||
Name: | Scott V. King | |||
Title: | Vice President, Controller, and Chief Accounting Officer | |||
Date: December 10, 2010 |
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EXHIBIT INDEX
Number | Exhibit | |||
1.1 | Underwriting Agreement, dated December 1, 2010, by and among
the Company and Citigroup Global Markets Inc., J.P. Morgan
Securities LLC, and RBS Securities Inc., as representatives of
the several underwriters |
|||
4.1 | Form of 3% Note due 2015 |
|||
4.2 | Form of 4.5% Note due 2021 |
|||
5.1 | Opinion of Jones Day regarding the validity of the Notes |
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