In January 2007, TSO introduced the acquisition of Shell’s Wilmington refinery, which has a capacity of 100k b/d, for $1.63 bn. In September 2007, Tracinda Corp. introduced a partial tender for 16% of TSO shares for $64. The tender was later withdrawn.
Historically, DCP has additionally invested research and growth expense towards course of optimization and development of next-generation refrigerant feedstock expertise. GCO has devoted sales and advertising resources in every of the major geographies, sustaining a massive selection of long-standing customer relationships from long-term contracts to short-term spot preparations. GCO accesses its geographically numerous and fragmented market through direct key customer interfaces and most popular contractual relationships with distribution and channel leaders.
The phrases and situations of this trade supply and the Transactions are described in this doc, which you should learn rigorously. Ashland University is a mid-sized, private, complete university in Ashland, Ohio. Ashland University values the individual student and offers a novel academic expertise that combines the problem of robust, utilized academic programs with a school and workers who construct nurturing relationships with their students.
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The establishment must additionally make positive that the exchange agent receives an agent? S message from The Depository Trust Company confirming the book-entry transfer of your shares of TDCC common inventory. A tender by book-entry switch might be completed upon receipt by the trade agent of an agent?
Recent acquisitions and divestitures have increased the company’s US Rockies publicity. Newfield was founded in 1989 with an preliminary give attention to the shallow waters of the Gulf of Mexico. Since the mid1990s, the corporate has moved towards a more diversified asset base, including home US assets within the Onshore Gulf Coast, Mid-Continent, Rocky Mountains, and Gulf of Mexico regions, and international belongings within the UK North Sea, Malaysia, and China.
S pre-Merger shareholders, as a group, will have the flexibility to train much less influence over the management and policies of Olin following the consummation of the Merger than immediately previous to the consummation of the Merger. Olin will incur vital prices associated to the Transactions that might have a cloth adverse effect on its liquidity, cash flows and working results. (as this term is described in the section of this doc entitled ?The Merger Agreement?Representations and Warranties?) on DCP.
S business, monetary place, money flows or outcomes of operations. S chlor alkali product transportation costs, notably railroad shipment costs, are a vital portion of Olin? S value of products sold, and have been growing over the past a quantity of years. Part of the anticipated cost reductions from the Transactions are due to transportation value efficiencies from the increased number of manufacturing areas and the Dow Chlorine Product Business? S utilization of numerous modes of supply for merchandise which Olin at present delivers by rail.
S cost of gross sales declined $2 million in 2013 as a $9 million enhance in methanol raw materials costs was greater than offset by the reduction in sales volume. External declined 9 p.c, primarily because of international pricing declines . Related party rose 12 p.c year-over-year, due to further demand.
S chemicals and Chlor Alkali Products businesses previous to that point since he joined Olin in 1997. PHILIP J. SCHULZ, seventy one, was Managing Partner of PricewaterhouseCoopers Hartford, Connecticut workplace till his retirement in July 2003. Mr. Schulz additionally served because the Hartford workplace chief of PwC?
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It maintains strong, long-term strategic relationships and its average relationship with its top ten prospects exceeds 13 years. GCO makes use of roughly 20 terminal areas globally to transport product by marine vessel, rail and truck transportation and maintains a fleet of roughly 390 railcars in North America. S CAV enterprise phase is comprised of facilities in Freeport, Texas and Plaquemine, Louisiana. Both are strategically situated in areas near brine mining and low-cost power and steam cogeneration.
- Any beneficial holder of fewer than one hundred shares of TDCC common stock outside of the Dow Savings Plan who wishes to tender all such shares without proration should complete the field entitled ?
- The IPO was completed in June 2011.
- In addition, as of the consummation of the Merger, the dimensions of the Olin Board might be increased to include three additional directors to be designated by TDCC.
- These questions and solutions, as nicely as the following abstract, are not meant to be a substitute for the knowledge contained in the remainder of this doc, and this info is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere on this doc.
- S shareholder list or, if applicable, who are listed as members in a clearing agency?
- The firm’s drilling-related rental tools business operates underneath “Quail Tools” and is at present undergoing a geographic growth.
For finest practices on effectively downloading info from SEC.gov, including the latest EDGAR filings, go to sec.gov/developer. You also can sign up for e-mail updates on the SEC open data program, together with best practices that make it extra environment friendly to download data, and SEC.gov enhancements that may impression scripted downloading processes. Headquartered in Minneapolis, Valspar is a number one international provider of paint and industrial coatings, offering a broad vary of coatings options, together with consumer paint products that are marketed underneath the Valspar Paint and Cabot manufacturers. Valspar Paint views the PGA TOUR partnership as an opportunity to showcase its industry-leading paint merchandise.
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No derivative instruments shall be transferred to DCP as part of the Distribution. S price of gross sales declined according to web gross sales by 22 percent ($526 million) to $1,822 million in the first six months of 2015 in contrast with $2,348 million within the first six months of 2014. Cost of gross sales principally includes bought uncooked materials, utilities, salaries and wages, upkeep expenses, environmental providers (e.g., wastewater therapy, waste disposal) and depreciation and amortization.
On September 1, 2015, the final trading day previous to this doc, the last sale value of TDCC frequent stock reported by the NYSE was $41.sixty six. Historical market value knowledge for Splitco has not been introduced as DCP is at present operated by TDCC and there’s no established trading market in Splitco widespread inventory. Shares of Splitco common inventory don’t currently trade individually from TDCC frequent stock.
Within the that means of Section 368 of the Code. These opinions shall be based on, amongst different things, sure representations and assumptions as to factual matters made by TDCC, Splitco, Olin, and Merger Sub. The failure of any factual representation or assumption to be true, right and full in all materials respects may adversely have an result on the validity of the opinions. An opinion of counsel represents counsel? S finest legal judgment, isn’t binding on the IRS or the courts, and the IRS or the courts could not agree with the conclusions reached in the opinion.
The transaction is anticipated to shut throughout the first half of 2022, subject to customary regulatory approvals and completely different closing conditions along with prior Works Councils session. Goldman Sachs is performing as monetary advisor to a different celebration in an announced strategic transaction which can be materials to Pharmerica Corporation. Goldman Sachs is appearing as financial advisor to a different celebration in an introduced strategic transaction which can be material to Alcatel Lucent. Rock-Tenn is a number one built-in producer of corrugated and client packaging and recycling solutions. The firm primarily manufactures containerboard, recycled paperboard, bleached paperboard, packaging merchandise, and merchandising shows. Rock-Tenn operates places in the United States, Canada, Mexico, Chile, Argentina, Puerto Rico, and China.
The costs of environmental remediation of amenities are determined based on evaluations of current regulation and current technologies. Inherent uncertainties exist in such evaluations primarily because of unknown environmental circumstances, changing governmental laws and legal standards concerning legal responsibility, and emerging remediation technologies. The recorded liabilities are adjusted periodically as remediation efforts progress, or as further technical or legal information turns into out there. At December 31, 2014, DCP had accrued obligations of $64 million for probable environmental remediation and restoration costs, which represents management?
S enterprise and product portfolio. Because of the inherent uncertainties of litigation, Olin is unable to foretell the result of these proceedings and due to this fact can’t determine whether or not the monetary influence, if any, shall be material to Olin? S financial place, money flows or results of operations.
S products, significantly declines in the electrochemical unit (?ECU?) netbacks for chlorine and caustic soda. The buying and selling costs of Olin widespread stock may not be an acceptable proxy for the prices of Splitco widespread stock. Because Olin will acquire DCP solely upon completion of the Transactions, it has no available historic financial info that consolidates the financial results for DCP and Olin. The historic financial statements contained or included by reference on this doc encompass the separate monetary statements of TDCC, DCP and Olin. S non-employee directors usually include the best to receive, upon the effective time of the Merger, accelerated cost of amounts related to previously earned cash and stock retainers deferred underneath Olin? S Amended and Restated 1997 Stock Plan for Non-employee Directors (the ?Directors Plan?), payable as a lump-sum money quantity.
You should make your individual determination after reading this doc and consulting with your advisors. Unisys offers IT consulting and operations providers to its world buyer base. This contains techniques integration and consulting, IT and course of outsourcing, IT infrastructure growth and maintenance, and safety.
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RANDALL W. LARRIMORE, 68, served as the Chairman of Olin from April 2003 by way of June 2005. From 1997 until his retirement in December 2002, he served as President and Chief Executive Officer of United Stationers Inc. (a $4 billion wholesaler/distributor of office products). From 1988 till 1997, he was President and Chief Executive Officer of MasterBrand Industries, Inc., now referred to as Fortune Brands Home & Security LLC . S degree from Swarthmore College with a serious in economics and a minor in chemistry and a master? S in enterprise administration diploma from Harvard Business School. He is co-chair of the governance committee and a member of the board of directors and compensation committee of Campbell Soup Company and a member of the board of directors of Nixon Uniform Service and Medical Wear .
Revolver and time period loan maturity dates extend to 2016 and 2017, respectively, if the 7% senior subs are refinanced previous to that date. Bristow is the largest supplier of helicopter companies to the oil and gasoline trade, with a fleet of 574 plane, together with 378 in the consolidated fleet and 196 in unconsolidated associates. 83% of sales from outside North America. Bristow Group’s predecessor, Offshore Logistics, was formed in 1955 as a ship firm and started providing helicopter providers within the early 1970s. Offshore Logistics acquired Bristow Helicopters, which had greater eastern hemisphere exposure, in 1996. In 2002, Offshore Logistics elevated its Nigeria publicity through an investment in Pan Africa.
The impact of a change in tax charges on deferred tax assets is recognized in revenue in the period that includes the enactment date. The preparation of economic statements and associated disclosures in accordance with GAAP requires management to make judgments, assumptions and estimates that have an result on the quantities reported in the mixed financial statements and accompanying notes. Note 2 to the mixed financial statements of DCP included elsewhere on this doc describes the significant accounting policies and strategies used in the preparation of the mixed monetary statements.
Olin may have a considerable amount of indebtedness following the Transactions, which may materially adversely affect its monetary condition. The ultimate prices and timing of environmental liabilities are troublesome to foretell. Liabilities underneath environmental legal guidelines relating to contaminated sites could be imposed retroactively and on a joint and various other basis. One liable get together might be held answerable for all prices at a site, regardless of fault, share of contribution to the site or the legality of the unique disposal. Olin might incur important prices, together with cleanup prices, pure useful resource damages, civil or criminal fines and sanctions and third-party lawsuits claiming, for example, personal injury and/or property damage, on account of previous or future violations of, or liabilities underneath, environmental or different legal guidelines.
