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EX-5.1 - EX-5.1 - Axalta Coating Systems Ltd.d902692dex51.htm
EX-23.2 - EX-23.2 - Axalta Coating Systems Ltd.d902692dex232.htm

As filed with the Securities and Exchange Commission on April 1, 2015

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AXALTA COATING SYSTEMS LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda 2851 98-1073028

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

Two Commerce Square

2001 Market Street

Suite 3600

Philadelphia, Pennsylvania 19103

(855) 547-1461

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

 

 

Michael F. Finn

Senior Vice President, General Counsel and Corporate Secretary

Axalta Coating Systems Ltd.

Two Commerce Square

2001 Market Street

Suite 3600

Philadelphia, Pennsylvania 19103

(855) 547-1461

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Patrick H. Shannon

Jason M. Licht

Latham & Watkins LLP

555 Eleventh Street, NW

Washington, D.C. 20004

(202) 637-2200

 

Craig F. Arcella

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

(212) 474-1000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x    Registration No. 333-202812

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x      Smaller reporting company   ¨

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

 

Amount

to be
registered(1)

 

Proposed

maximum

offering price

per share(2)

 

Proposed

maximum

aggregate

offering price(2)

 

Amount of

registration fee(3)

Common Shares, $1.00 par value per share

  5,750,000   $28.00   $161,000,000   $18,709

 

 

(1) Includes common shares that may be sold to cover the exercise of an option to purchase additional shares granted to the underwriters.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
(3) In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-1, as amended (File No. 333-202812) (the “Initial Registration Statement”), is hereby registered. The Registrant previously registered 40,250,000 common shares with a proposed maximum aggregate offering price of $1,110,095,000.00 on the Initial Registration Statement, which was declared effective on April 1, 2015, and for which a filing fee of $128,993.04 was previously paid.

 

 

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.

 

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement on Form S-1 is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purposes of registering 5,750,000 common shares, par value $1.00 per share, of Axalta Coating Systems Ltd. The contents of the Registration Statement on Form S-1, as amended (File No. 333-202812), which was initially filed on March 17, 2015, and which was declared effective by the Securities and Exchange Commission on April 1, 2015, including the exhibits thereto, are hereby incorporated by reference into this Registration Statement.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Philadelphia, state of Pennsylvania, on April 1, 2015.

 

AXALTA COATING SYSTEMS LTD.
By:  

/s/ Charles W. Shaver

  Charles W. Shaver
 

Chairman of the Board and Chief

Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.

 

Signature

  

Title

 

Date

/s/ Charles W. Shaver

  

Chairman of the Board and

Chief Executive Officer

(Principal Executive Officer)

  April 1, 2015
Charles W. Shaver     

/s/ Robert W. Bryant

  

Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

  April 1, 2015
Robert W. Bryant     

/s/ Sean M. Lannon

  

Vice President and Global Controller

(Principal Accounting Officer)

 
Sean M. Lannon      April 1, 2015

*

   Director   April 1, 2015
Orlando A. Bustos     

*

   Director   April 1, 2015
Robert M. McLaughlin     

*

   Director   April 1, 2015
Andreas C. Kramvis     

*

   Director   April 1, 2015
Martin W. Sumner     

*

   Director   April 1, 2015
Wesley T. Bieligk     

*

   Director   April 1, 2015
Gregor P. Böhm     

*

   Director   April 1, 2015
Allan M. Holt     

*

   Director   April 1, 2015
Gregory S. Ledford     
*By:   

/s/ Robert W. Bryant

   
  

Robert W. Bryant

Attorney-in-fact

   


EXHIBIT INDEX

 

EXHIBIT
NO.

  

DESCRIPTION OF EXHIBIT

  5.1    Opinion of Conyers Dill & Pearman Pte. Ltd.
23.1    Consent of Conyers Dill & Pearman Pte. Ltd. (included in Exhibit 5.1)
23.2    Consent of PricewaterhouseCoopers LLP
24.1**    Powers of Attorney (included in the Registrant’s Registration Statement on Form S-1 (File No. 333-202812) filed with the Commission on March 17, 2015 and incorporated by reference herein)

 

** Previously filed.