As filed with the Securities and Exchange Commission on November 12, 2014
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)
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Bermuda |
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2851 |
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98-1073028 |
(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(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 registrants principal executive offices)
Michael F.
Finn
Senior Vice President and General Counsel
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:
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Patrick H. Shannon
Jason M. Licht Latham
& Watkins LLP 555 Eleventh Street, NW
Washington, D.C. 20004
(202) 637-2200 |
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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. 333-198271
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):
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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x |
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Smaller reporting company |
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¨ |
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered |
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Amount
to be registered(1) |
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Proposed maximum offering price per share(2) |
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Proposed maximum aggregate
offering price(2) |
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Amount of
registration fee(3) |
Common Shares, $1.00 par value per share |
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5,750,000 |
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$19.50 |
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$112,125,000 |
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$13,028.93 |
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(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. 333-198271) (the Initial Registration Statement), is hereby registered. The Registrant previously registered 51,750,000 Common
Shares with a proposed maximum aggregate offering price of $1,086,750,000 on the Initial Registration Statement, which was declared effective on November 10, 2014, and for which a filing fee of $127,540.35 was previously paid.
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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. 333-198271), which was initially filed on August 20, 2014, and
which was declared effective by the Securities and Exchange Commission on November 10, 2014, 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 November 12, 2014.
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AXALTA COATING SYSTEMS LTD. |
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By: |
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/s/ Charles W. Shaver |
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Charles W. Shaver |
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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.
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Signature |
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Title |
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Date |
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/s/ Charles W. Shaver
Charles W. Shaver |
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Chairman of the Board and Chief
Executive Officer (Principal
Executive Officer) |
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November 12, 2014 |
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/s/ Robert W. Bryant
Robert W. Bryant |
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Executive Vice President and Chief
Financial Officer (Principal Financial
Officer) |
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November 12, 2014 |
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/s/ Sean M. Lannon |
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Sean M. Lannon |
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Vice President and Global Controller
(Principal Accounting Officer) |
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November 12, 2014 |
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* |
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Director |
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November 12, 2014 |
Orlando A. Bustos |
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* |
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Director |
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November 12, 2014 |
Robert M. McLaughlin |
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* |
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Director |
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November 12, 2014 |
Andreas C. Kramvis |
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* |
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Director |
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November 12, 2014 |
Martin W. Sumner |
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* |
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Director |
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November 12, 2014 |
Wesley T. Bieligk |
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* |
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Director |
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November 12, 2014 |
Gregor P. Böhm |
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* |
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Director |
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November 12, 2014 |
Allan M. Holt |
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* |
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Director |
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November 12, 2014 |
Gregory S. Ledford |
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*By: |
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/s/ Robert W. Bryant |
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Robert W. Bryant
Attorney-in-fact |
EXHIBIT INDEX
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EXHIBIT
NO. |
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DESCRIPTION OF EXHIBIT |
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5.1 |
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Opinion of Conyers Dill & Pearman Pte. Ltd. |
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23.1 |
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Consent of Conyers Dill & Pearman Pte. Ltd. (included in Exhibit 5.1) |
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23.2 |
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Consent of PricewaterhouseCoopers LLP |
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24.1** |
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Powers of Attorney (included in the Registrants Registration Statement on Form S-1 (File No. 333-198271) filed with the Commission on August 20, 2014 and incorporated by reference herein) |
Exhibit 5.1
November 12, 2014
Axalta Coating Systems Ltd.
Clarendon House
2 Church Street
Hamilton, HM11
Bermuda
Dear Sirs,
Re: Axalta Coating Systems Ltd. (the
Company)
We have acted as special Bermuda legal counsel to the Company in connection with: (i) a registration statement on form S-1,
as amended (Registration No. 333-198271) declared effective by the U.S. Securities and Exchange Commission (the Commission) on November 10, 2014 (the Initial Registration Statement, which term does not
include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the Securities
Act) of an aggregate of 51,750,000 common shares, par value US$1.00 each of which 45,000,000 are being offered by certain selling shareholders of the Company (the Selling Shareholders) together with an additional
6,750,000 common shares, par value US$1.00 each subject to an option granted to the underwriters by the Selling Shareholders; and (ii) a registration statement on form S-1 filed with the Commission on November 12, 2014 (the 462(b)
Registration Statement, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the Securities Act of an
additional 5,750,000 common shares, par value US$1.00 each (the Common Shares) being offered by the Selling Shareholders.
For the
purposes of giving this opinion, we have examined copies of the Initial Registration Statement and the 462(b) Registration Statement. We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the
secretary of the Company on October 30, 2014, and minutes of a meeting of its directors held on August 19, 2014, and a copy of resolutions approved at a meeting of its directors held on October 22,
2014, as certified by the assistant secretary of the Company on October 29, 2014, (together, the Resolutions) and such other documents and made such enquiries as to
questions of law as we have deemed necessary in order to render the opinion set forth below.
We have assumed (a) the genuineness and authenticity of
all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by
us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the
accuracy and completeness of all factual representations made in the Initial Registration Statement and the 462(b) Registration Statement and other documents reviewed by us, (d) that the Resolutions were passed at one or more duly convened,
constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have
any implication in relation to the opinions expressed herein, (f) that a duly constituted pricing committee of the Companys board of directors will have approved the terms of the offering of the Common Shares pursuant to the 462(b)
Registration Statement as contemplated by the Resolutions.
We have made no investigation of and express no opinion in relation to the laws of any
jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the
purposes of the filing of the 462(b) Registration Statement and the offering of the Common Shares by the Selling Shareholders and is not to be relied upon in respect of any other matter.
.On the basis of and subject to the foregoing, we are of the opinion that:
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The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government
fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda). |
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Based solely on a review of the register of members of the Company dated November 12, 2014, prepared by the secretary of the Company, the Common Shares are validly issued, fully paid and non-assessable.
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We hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement and to the references to our firm under
the caption Legal Matters in the prospectus forming a part of the Initial Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we
are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours faithfully,
/s/ Conyers Dill & Pearman Limited
Conyers Dill & Pearman Limited
Page 2 of 2
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of Axalta Coating Systems Ltd. of our report dated March
31, 2014, except for Note 25 to the combined financial statements, as to which the date is August 20, 2014, relating to the financial statements of DuPont Performance Coatings (Predecessor), a business formerly owned by E.I. du Pont de Nemours and
Company and our report dated March 31, 2014, except for Note 25 and the earnings per common share data included in the consolidated statement of operations and in Note 14 to the consolidated financial statements, as to which the date is August 20,
2014, the revision disclosed in Note 2, as to which the date is October 14, 2014, and the effect of the stock split as disclosed in Notes 10 and 14, as to which the date is October 30, 2014, relating to the financial statements of Axalta Coating
Systems Ltd., which appear in the Registration Statement on Form S-1, as amended (File No. 333-198271) (Amended Registration Statement). We also consent to the reference to us under the heading Experts in such Amended
Registration Statement.
/s/ PricewaterhouseCoopers LLP
Philadelphia, PA
November 12, 2014
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