https://www.avient.com/sites/default/files/resources/PolyOne%25202012%2520Annual%2520Report.pdf
Our policies mandate
compliance with these laws.
Critical Accounting Policies and Estimates
Significant accounting policies are described more fully in Note 1, Summary of Significant Accounting
Policies, to the accompanying consolidated financial statements.
The accounting policies of each segment are consistent with those described in Note 1, Summary of
Significant Accounting Policies.
https://www.avient.com/company/sustainability/sustainability-report/products/no-surprises-pledge
You can trust that Avient materials meet the rigorous quality and safety management standards required across the globe.
https://www.avient.com/careers/manufacturing
Quality: Uphold our commitment to excellence in every product
https://www.avient.com/knowledge-base/article/injection-molding-guide
Quality Control Issues
https://www.avient.com/products/polymer-additives/healthcare-additives/mevopur-healthcare-functional-additives
Laser marking additives promote high-quality fine markings without the use of solvents
These polymer solutions enable high-quality seams and adhesive-free assembly ofplastic parts through laser welding
MEVOPUR™ Laser-Transmitting and Laser-Absorbing Pre-color Solution improved productivity and quality for healthcare device
https://www.avient.com/sites/default/files/2023-03/Avient Annual Report 2022.pdf
Our policies mandate compliance with these laws.
Critical Accounting Policies and Estimates
Significant accounting policies are described more fully in Note 1, Description of Business and Summary of
Significant Accounting Policies, to the accompanying consolidated financial statements.
The
accounting policies of each segment are consistent with those described in Note 1, Description of Business and
Summary of Significant Accounting Policies.
https://www.avient.com/sites/default/files/resources/PolyOne%2520Proxy%2520Statement%25202016.pdf
Our Corporate Governance Guidelines contain a policy relating to majority voting.
P In 2015, we adopted a clawback policy applicable to all executive officers.
COMPENSATION DISCUSSION AND ANALYSIS
41
Clawback Policy.
https://www.avient.com/sites/default/files/2022-08/Avient CDP_Climate_Change_Questionnaire_2022.pdf
Monitoring EH&S metrics related to sustainability topics, including:
greenhouse gas emissions, air quality, energy management, water
management, hazardous waste management.
Other, please specify
Compensation Committee
(Chair of the Committee)
The Company’s Compensation Committee is tasked with providing
policy guidance and oversight on compensation policies and
practices.
In
addition, when evaluating Capital expenditure decisions, we classify
the investment opportunity in three main categories: quality,
productivity and Environmental Health and Safety (EHS).
https://www.avient.com/sites/default/files/2021-09/supplier-code-of-conduct-tr.pdf
https://www.avient.com/sites/default/files/2020-10/avient-conflict-minerals-policy-10.2020.pdf
https://www.avient.com/sites/default/files/2020-10/avient-conflict-minerals-policy-10.2020.pdf
Etik ve Yönetişim
• Tüm ticari müzakereleri sorumlu, etik ve yasal bir
şekilde yürütün
https://www.avient.com/sites/default/files/2020-03/PolyOne_Website-12.19.pdf
Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to:
• The time required to consummate the proposed acquisitions described in this presentation;
• The satisfaction or waiver of conditions in the purchase agreements for the proposed acquisitions;
• Any material adverse changes in the business of Clariant’s Color and Additive Masterbatch business;
• The ability to obtain required regulatory or other third-party approvals and consents and otherwise consummate the proposed acquisitions;
• Our ability to achieve the strategic and other objectives relating to the proposed acquisitions, including any expected synergies;
• Our ability to successfully integrate Clariant’s Color and Additive Masterbatch business and achieve the expected results of the acquisitions,
including, without limitation, the acquisitions being accretive;
• Disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the
availability and cost of credit in the future;
• The effect on foreign operations of currency fluctuations, tariffs and other political, economic and regulatory risks;
• Changes in polymer consumption growth rates and laws and regulations regarding plastics in jurisdictions where we conduct business;
• Changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online;
• Fluctuations in raw material prices, quality and supply, and in energy prices and supply;
• Production outages or material costs associated with scheduled or unscheduled maintenance programs;
• Unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters;
• An inability to raise or sustain prices for products or services;
• An ability to achieve or delays in achieving or achievement of less than the anticipated financial benefit from initiatives related to acquisition and
integration, working capital reductions, costs reductions and employee productivity goals;
• Information systems failures and cyberattacks; and
• Other factors affecting our business beyond our control, including, without limitation, changes in the general economy, changes in interest rates
and changes in the rate of inflation.
Sources
Cash from Balance Sheet $465
New Senior Unsecured Notes 650
New Equity 450
Total Sources $1,565
Uses
Clariant Masterbatch $1,500
Clariant India Masterbatch 60
Less: Lease Adjustment (113)
Net Purchase Price $1,447
Net Cash Acquired 57
Fees, Expenses & OID 61
Total Uses $1,565
($ Millions)
Cash and Cash Equivalents $370
$450M Senior Secured ABL Revolver -
Senior Secured Term Loan B due 2026 624
Other Debt 25
Total Senior Secured Debt $649
5.25% Senior Unsecured Notes due 2023 $600
New Senior Unsecured Notes 650
Total Senior Debt $1,899
Net Debt $1,529
New Equity $450
Pro Forma Capitalization
(1)
PF 12/31/2019
$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+
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PolyOne Corporation 27
T H E N E W P O L Y O N E : A S P E C I A L T Y G R O W T H C O M P A N Y
Landmark portfolio transformation: > 85% of Adjusted EBITDA
from specialty solutions
World-class innovation, technology and service are differentiators
Sustainability initiatives and alignment with megatrends drive
above market growth in key end markets and applications:
Capital management is a strength - proven track record of
expanding ROIC while increasing invested capital
Transaction expected to add $0.85 to pro forma adjusted EPS
PolyOne Corporation 28
PolyOne Corporation 29