https://www.avient.com/sites/default/files/2025-02/News Release - AVNT-2024.12.31-News Release 2.12.25 2PM_0.pdf
For the same reasons, the Company is unable to address the probable significance of the
unavailable information.
https://www.avient.com/sites/default/files/2024-12/Terms and Conditions of Sale for Japan %28English and Japanese Translation%29.pdf
Buyer assumes all risk of
infringement of third-party intellectual property
rights by reason of any use Buyer makes of the
Product in combination with other substances or
in the operation of any process, and all
infringement arising out of Seller’s compliance
with Buyer’s designs, specifications or
instructions, and Buyer shall defend, indemnify
and hold Seller harmless from and against the
same.
Buyer shall make all
payments hereunder in cash, cash equivalent at
the same value in the funds, or via bank wire
6.
Seller reserves to itself all
applicable duty drawback allowances, and
Buyer shall provide assistance in connection
with Seller’s application for the same.
10.
https://www.avient.com/sites/default/files/resources/PolyOne%25202013%2520Annual%2520Report.pdf
We actively compete with companies that produce the same or similar products, and in some
instances, with companies that produce different products that are designed for the same end uses.
Treasury bills of the same duration as the contractual life of the
awards.
Treasury bills of the same duration
as the expected option term.
https://www.avient.com/sites/default/files/resources/PolyOne%25202011%2520Annual%2520Report.pdf
We actively compete with companies that produce the same or similar
products, and in some instances with companies that produce different
products that are designed for the same end uses.
Treasury bills of the same duration as the expected option term.
Treasury bills of the
same duration as the contractual life of the awards.
https://www.avient.com/sites/default/files/2022-02/AVNT Q4 2021 Earnings Presentation_0.pdf
For the same reasons, the Company is unable to address the probable significance of the
unavailable information.
https://www.avient.com/sites/default/files/2021-04/avient-q4-earnings-and-2021-outlook-website.pdf
For the same reasons, the Company is unable to address the
probable significance of the unavailable information.
https://www.avient.com/sites/default/files/2021-09/avnt-q2-2021-earnings-presentation.pdf
For the same reasons, the Company is unable to address the probable significance of the
unavailable information.
https://www.avient.com/sites/default/files/2020-03/Global_High_Yield_%26_Leverage_Conference %281%29.pdf
Leverage
PolyOne’s
global reach
Phase 1
Phase 2
Phase 3
18-20%
operating
margins
Invest in
commercial
resources
I N V E S T - T O - G R O W P R O O F O F P E R F O R M A N C E
PolyOne Corporation 24
Commercial
Resources
Operating
Income
($ in millions)
Operating
Margins
256
309
At Acquisition Today
$36
$100
At Acquisition Today
9%
19%
At Acquisition Today
Established Acquisitions
(> 7 years)
+ 20% + 165% + 1000 bps
C L A R I A N T M A S T E R B A T C H A C Q U I S I T I O N D R I V E S
N E X T L E V E L S P E C I A L T Y T R A N S F O R M A T I O N
A C C E L E R A T I N G G R O W T H W I T H
S U S T A I N A B L E S O L U T I O N S
T R A N S F O R M A T I O N H E A D L I N E S
PolyOne Corporation 26
F I T W I T H F O U R P I L L A R S T R A T E G Y
PolyOne Corporation 27
Specialization
• Innovation-led organization with
heavy emphasis on R&D
• World-class expertise in color
formulation
• Strong presence in specialty end
markets including Consumer,
Packaging and Healthcare
Globalization
• Diverse geographic portfolio with
an established presence in every
major region
• Expands PolyOne’s ability to serve
customers in key growth areas
including India, China and
Southeast Asia
Operational
Excellence
• Extensive manufacturing footprint
with 46 facilities
• Organizational focus on optimizing
supply chain to better serve
customers
• Color design expertise
Commercial
Excellence
• Value-focused salesforce with vast
experience marketing and
commercializing specialty
technologies
• Diverse customer portfolio with
established OEM’s
People
Experienced and
talented
associates with a
winning mentality
E N D M A R K E T T R A N S F O R M A T I O N
PolyOne Corporation 28
Building & Construction
5%
2006 2019E PF*
4%
12%
10%
18%
8%
20%
2006 2019E PF*
Healthcare
Consumer
Packaging
50%
22%
High Growth End Markets
Percentage of Total Revenue
38%
* 2019E Pro Forma for PP&S Divestiture and Clariant Masterbatch business
E N D M A R K E T T R A N S F O R M A T I O N
PolyOne Corporation 29
Packaging
8%
Building & Construction
38%
Wire &
Cable
11%
Industrial
10%
Electrical &
Electronic
7%
2006 2019E PF*
Healthcare
4%
Transportation
12%
Consumer
18%
Building &
Construction
5%
Wire &
Cable
6%
Industrial
12%
Electrical &
Electronic
5%
Appliance
3%
Textiles
6%
Transportation
13%
Healthcare
12%
Packaging
20%
Consumer
10%
* 2019E Pro Forma for PP&S Divestiture and Clariant Masterbatch business
C O M P L E M E N T A R Y G E O G R A P H I C P R E S E N C E
PolyOne Corporation 30
United States
38% Europe
33%
Asia
19%
Canada
4%
Latin America
6%
United States
22%
Europe &
Middle East
48%
Asia
23%
Canada
1%
Latin America
6%
Color & Engineered
Materials
Clariant Masterbatch
Business
Net Sales by Geographic Region
United States
31%
Europe &
Middle East
39%
Asia
21%
Canada
3%
Latin America
6%
Pro Forma Color &
Engineered Materials
U N I F I E D F O C U S O N S U S T A I N A B I L I T Y
PolyOne Corporation 31
2006 - 2013
2013 – 2019
P E O P L E
P R O D U C T S P L A N E T
P E R F O R M A N C E
PolyOne
Clariant Masterbatch
Business
• Building mini-recycling plants to
facilitate customer projects on
design for recycling - CycleWorks
• Uses packaging additives &
colorants to improve recyclability
and enhance automated sorting
• Manufactures oxygen scavengers
to extend shelf-life of perishable
items and reduce material
requirements
• Combines UV-blocking additive
colorants & other barriers to
prevent spoilage and waste
• Offers spin-dyeing solutions that
use significantly less water than
traditional methods, allowing for
sustainable coloration of textiles
• Produces infrared absorbing
additives that reduce energy
requirements for bottle
manufacturing
($ in millions)
PolyOne
(Continuing
Operations)
Clariant Color &
Additive Masterbatch
Business
Synergies
New
PolyOne
2019 Total Sales $2,863 $1,150 $4,013
2019 Adjusted EBITDA $309 $130 $60 $499
% Margin 10.8% 11.3% 12.4%
2019 CapEx $68 $85
% Sales 2.4% 2.1%
2019 Free Cash Flow $161 $250
2019 Adjusted EPS $1.69 $2.22
2019 PF Adjusted EPS $1.69 $2.54
P O L Y O N E + C L A R I A N T M A S T E R B A T C H B U S I N E S S
PolyOne Corporation 32
(1) Excludes step-up of depreciation & amortization related to purchase accounting of transaction
(1)
$0.85/share
O V E R 8 5 % O F A D J U S T E D E B I T D A F R O M S P E C I A L T Y
PolyOne Corporation 33
46%
66%
0%
20%
40%
60%
80%
100%
2005 2010 2015 2019E PF
%
o
f
A
d
ju
s
te
d
E
B
IT
D
A
*
JV's Performance Products & Solutions Distribution Specialty
7%
87%
* Adjusted EBITDA is EBITDA excluding corporate costs and special items
** 2019E Pro Forma for PP&S Divestiture and Clariant Masterbatch business acquisition with synergies
Specialty EBITDA $14M $117M $273M $500M
**
T R A N S A C T I O N O V E R V I E W
• Expected mid-2020, subject to regulatory approvals and customary closing conditions
Closing
Conditions /
Timing
• Committed financing in place
• Permanent financing to be combination of available cash on-hand, new debt and equity component to limit leverage
• Equity issuance of $500MM
• Target net leverage below 3.5x, 3.1x synergized
PolyOne Corporation 36
• $1.45 B net purchase price
• Represents 11.1x adjusted EBITDA (excluding synergies), 7.6x adjusted EBITDA (including synergies)
• Pre-tax synergies of $60MM expected to be fully realized by the end of 2023
• Synergies realized from sourcing, operational, technology / commercial, and general administrative
Transaction
Value
Synergies
Financing
Estimated Synergy Breakdown
$60MM
• Expect EBITDA synergies of $60MM
– Proven integration expertise with a decade of acquisition experience
– Administrative synergies reflect reduction of duplicative internal and
third-party costs
• Run rate synergies of $20MM by the end of Year 1 with $60MM
achieved by the end of Year 3
• Significant additional opportunity for geographical expansion
– Clariant Masterbatch business has complementary regional presence
in key growth areas including India & Southeast Asia
• Opportunity to accelerate growth with a combined portfolio of
innovative solutions aligned with sustainability megatrends
Sourcing
40%
Operational
30%
Administrative
30%
PolyOne Corporation 37
S I G N I F I C A N T S Y N E R G Y O P P O R T U N I T I E S
$450
$600 $624
$743
2019 2020 2021 2022 2023 2024 2025 2026
A T T R A C T I V E F I N A N C I N G S T R U C T U R E
Attractive Debt
Maturity Profile
Existing Revolver Existing Senior Notes Existing Term Loan B
New Debt
Financing
Financing
Summary
Terms on
New Debt
• $465 million of cash from the balance sheet expected to fund a portion of the purchase price
• Bridge financing for remainder fully committed from Citi, Morgan Stanley and Wells Fargo
• Permanent financing expected to include a combination of long-term debt and new equity
• The timing of the permanent financing is subject to a number of factors, including, but not limited
to, market conditions
• PolyOne is committed to preserving a strong balance sheet
– Target net leverage at close below 3.5x, excluding synergies
• Pro forma capital structure positions PolyOne with flexibility to pursue continued growth strategy
• New financing expected to have same or better covenant package than existing capital structure
• Capital structure would be “covenant lite”
Capital
Policy
• Transaction in line with PolyOne’s disciplined capital allocation policy
• Existing PolyOne dividend policy to be maintained
• Focus on deleveraging in the near term
2028+
PolyOne Corporation 38
PolyOne Corporation 37
$0.16
$0.20
$0.24
$0.32
$0.40
$0.48
$0.54
$0.70
$0.78
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Cumulative Share Repurchases
(In millions)
$0
$150
$300
$450
$600
$750
$900
2011 2012 2013 2014 2015 2016 2017 2018 2019
$917M
R E T U R N I N G C A S H T O S H A R E H O L D E R S
O V E R $ 1 . 2 B I L L I O N S I N C E 2 0 1 1
PolyOne Corporation
Increasing Annual Dividend
38
$0.81
PolyOne Corporation 39
W H Y I N V E S T I N P O L Y O N E ?
https://www.avient.com/sites/default/files/2023-07/Avient-2022-Sustainability-Report.pdf
Patterson
Chairman, President and Chief Executive Officer
Meeting the needs of the present without compromising
the ability of future generations to do the same.
Avient is committed to meeting the needs of the present without
compromising future generations’ ability to do the same.
Bio-based Dyneema® has a carbon footprint
that is up to 90% lower than alternative materials
and boasts the same performance as conventional
Dyneema®.
https://www.avient.com/sites/default/files/resources/PolyOne%25202017%2520Annual%2520Report.pdf
It requires investments and an innovative
culture to develop breakthrough offerings that customers
covet, while at the same time, profitably growing PolyOne.
Indefinite-lived intangible assets are tested for impairment annually at the same time we test goodwill for
impairment.
Treasury bills of the same duration as the
contractual life of the awards.