UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSForma Condensed Combined Financial Statements • December 15th, 2014 • Dynacast International Inc. • Nonferrous foundries (castings)
On August 27, 2014, Dynacast LLC, an indirect, wholly-owned subsidiary of Dynacast International Inc. (“Dynacast,” “we,” “our,” or “us”), entered into a stock purchase agreement (the “Purchase Agreement”) with Climax Engineered Materials, LLC (“Climax”), a Colorado limited liability company and wholly-owned subsidiary of Freeport Minerals Corporation (“FMC”), a Delaware Corporation, pursuant to which Dynacast LLC would acquire all of the outstanding equity of Kinetics Climax, Inc. (“Kinetics”), a Delaware Corporation and wholly-owned subsidiary of Climax.
STOCK PURCHASE AGREEMENT Dated as of August 27, 2014Stock Purchase Agreement • September 3rd, 2014 • Dynacast International Inc. • Nonferrous foundries (castings) • Delaware
THIS STOCK PURCHASE AGREEMENT, dated as of the 27th day of August, 2014, is by and among Climax Engineered Materials, LLC, a Colorado limited liability company (the “Seller”), Freeport Minerals Corporation, a Delaware corporation (“Freeport Minerals”), Dynacast LLC, a Delaware limited liability company (the “Purchaser”), and Dynacast International Inc., a Delaware corporation and parent of the Purchaser (“Dynacast”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTTo Credit Agreement • September 3rd, 2014 • Dynacast International Inc. • Nonferrous foundries (castings)
AMENDMENT NO. 3, dated as of August 28, 2014 (this “Amendment”), to the Credit Agreement, dated as of July 19, 2011, as amended by Amendment No. 1 thereto, dated as of December 19, 2013 and Amendment No. 2 thereto, dated as of March 25, 2014 (as so amended, the “Credit Agreement”), among Dynacast International LLC, a Delaware limited liability company (“Borrower”), Dynacast International Inc., a Delaware corporation (“Holdings”), the Subsidiary Guarantors, the Lenders, J.P. MORGAN SECURITIES LLC, as joint lead arranger, MACQUARIE CAPITAL (USA) INC., as syndication agent, JPMORGAN CHASE BANK, N.A., as swingline lender and issuing bank, and JPMORGAN CHASE BANK, N.A. as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent for the Secured Parties and the Issuing Bank. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 1st, 2014 • Dynacast International Inc. • Nonferrous foundries (castings) • Delaware
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated and effective as of September 30, 2014, is by and among CLIMAX ENGINEERED MATERIALS, LLC, a Colorado limited liability company (the “Seller”), FREEPORT MINERALS CORPORATION, a Delaware corporation (“Freeport Minerals”), DYNACAST LLC, a Delaware limited liability company (the “Purchaser”), and DYNACAST INTERNATIONAL INC., a Delaware corporation and parent of the Purchaser (“Dynacast”).
SECURITIES PURCHASE AGREEMENT dated as of December 15, 2014 among DYNACAST INTERNATIONAL, INC., PARTNERS GROUP PRECISION INVESTMENT LIMITED, and PRECISION SUB, INC.Securities Purchase Agreement • December 16th, 2014 • Dynacast International Inc. • Nonferrous foundries (castings) • Delaware
This Securities Purchase Agreement dated as of December 15, 2014 (this “Agreement”) is among Dynacast International, Inc., a Delaware corporation (the “Company”), Partners Group Precision Investment Limited, a Guernsey limited company (“Buyer”), Precision Sub, Inc., a Delaware corporation (“Buyer Sub”), Izurium Dynacast Ltd., a company incorporated in the British Virgin Islands (“Izurium”), W Capital Dynacast LLC, a Delaware limited liability company, Laurel Crown Dynacast Holdings LLC, a Delaware limited liability company, Tower Square Capital Partners III-A, L.P. a Delaware limited partnership, Kenner Equity Management, LLC, a Delaware limited liability company, Kenner Dynacast Partners L.P. a Delaware limited partnership, Simon J. Newman, Adrian Murphy, David J. Angell, Joseph Ungerhofer, Thomas Kerscher (solely in their respective capacities as holders of the Company’s Securities and not in any other capacity, collectively, the “Common Equityholders”), MIHI LLC, a Delaware limited
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 12th, 2014 • Dynacast International Inc. • Nonferrous foundries (castings)
AMENDMENT NO. 1, dated as of December 19, 2013 (this “Amendment”), to the Credit Agreement, dated as of July 19, 2011 (the “Credit Agreement”), among Dynacast International LLC, a Delaware limited liability company (“Borrower”), Dynacast International Inc., a Delaware corporation (“Holdings”), the Subsidiary Guarantors, the Lenders, J.P. MORGAN SECURITIES LLC, as joint lead arranger (in such capacity, “Arranger”), MACQUARIE CAPITAL (USA) INC., as syndication agent (in such capacity, “Syndication Agent”), JPMORGAN CHASE BANK, N.A., as swingline lender (in such capacity, “Swingline Lender”) and issuing bank (in such capacity, “Issuing Bank”), and JPMORGAN CHASE BANK, N.A. as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank. Capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement.
