https://www.avient.com/sites/default/files/2024-12/Terms and Conditions of Sale for Chile %28English and Spanish Translation%29.pdf
The description of the goods subject to
the sale (“Product” or “Products”), its quantity, price
and payment terms are identified on Seller’s order
confirmation (“Order Confirmations”) and these
Terms and Conditions (“Terms”).
If a present or future law,
governmental decree, order, regulation, or ruling
under any existing or future legislation prevents
Seller from increasing or revising the price as
accepted by Buyer on these Terms, or nullifies or
reduces any price or price increase hereunder, upon
written notice from one to the other, Seller and
Buyer in good faith will attempt to identify mutually
agreeable changes to conform this contract with
such law, decree, order, regulation, or ruling.
Seller may change the
price and/or terms of delivery and shipment of the
Products at any time up until delivery to Buyer.
https://www.avient.com/sites/default/files/2021-12/AVNT 2021 Investor Day_0.pdf
In particular, these include statements relating to future actions; prospective changes in raw material
costs, product pricing or product demand; future performance; estimated capital expenditures; results of current and anticipated market conditions and market strategies; sales efforts; expenses; the outcome of contingencies such as
legal proceedings and environmental liabilities; and financial results.
Purchase price multiple rapidly declining on strength of
business and synergy capture
(1) Financial information is pro forma to include a full year of Clariant Color acquisition
11.9%
16.3%
Avient Corporation 12
People
C U L T U R E I S E V E R Y T H I N G
Avient Corporation 13
Community Service
7x Safer
than Industry Average
World-Class Safety
Leadership Development
Over $16 million
raised since 2010
Diversity & Inclusion
Future Growth in Excess of
GDP is Driven By:
Our company is positioned to sustainably grow at a rate that
exceeds GDP.
Purchase price multiple rapidly declining on strength of
business and synergy capture
(1) Financial information is pro forma to include a full year of Clariant Color acquisition
11.9%
16.3%
126Avient Corporation
Bolt-On Acquisition History
Commercial
Resources(1)
Operating Income
Operating Margins
259
360
$40
$122
21%
Established Acquisitions
(> 7 years)
+ 39% + 205% + 1200 bps
(1) Commercial Resources include associate headcount in R&D / Technical, Marketing and Sales
127Avient Corporation
We are a specialty formulator
AND
We are a sustainable solutions company
Avient Corporation 128
As a specialty formulator, we don’t
require significant capital
investment, as compared to the
base resin raw material suppliers
we purchase from.
https://www.avient.com/sites/default/files/2020-03/Global_High_Yield_%26_Leverage_Conference %281%29.pdf
Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to:
• Our ability to identify and evaluate acquisition targets and consummate and integrate acquisitions
• 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 the disposal of plastic 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;
• Information systems failures and cyber attacks; 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.
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
$36
$100
Established Acquisitions
(> 7 years)
+ 20% + 165% + 1000 bps
CLARIANT MASTERBATCH ACQUISITION DRIVES
NEXT LEVEL SPECIALTY TRANSFORMATION
ACCELER ATING GR OWTH WITH
SUSTAINABLE SOLUTIONS
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
• Extensive manufacturing footprint
with 46 facilities
• Organizational focus on optimizing
supply chain to better serve
• Color design expertise
Commercial
• 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
18%
50%
22%
High Growth End Markets
Percentage of Total Revenue
38%
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
38%
Wire &
Electrical &
Electronic
18%
Building &
Wire &
Electrical &
Electronic
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
38% Europe
33%
22%
Europe &
Middle East
48%
23%
Color & Engineered
Clariant Masterbatch
Net Sales by Geographic Region
Europe &
Middle East
39%
21%
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
PEO PLE
PRO D U C TS PLA N ET
PER FO R M A N C E
Clariant Masterbatch
• 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)
(Continuing
Operations)
Clariant Color &
Additive Masterbatch
Synergies
New
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%
40%
60%
80%
100%
2005 2010 2015 2019E PF
%
o
f
A
d
ju
st
e
d
E
B
IT
D
A
*
JV's Performance Products & Solutions Distribution Specialty
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
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
Administrative
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
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/2021-02/avient-ir-presentation-goldman-sachs-and-morgan-stanley.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 impact of the COVID-19 pandemic has on our business, results from operations, financial condition and liquidity;
• Our ability to achieve the strategic and other objectives relating to the acquisition of Clariant’s Masterbatch business, including any expected synergies;
• 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 the disposal of plastic 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 acquisitions and integration, working capital reductions, cost reductions, and employee productivity goals;
• Information systems failures and cyber attacks; 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.
That’s Avient.
21,000+
CUSTOMERS
>75%
ARE CUSTOMIZED SOLUTIONS
TO UNIQUE SPECIFICATIONS
of
sales
AVIENT’S VALUE CREATION LEVERS
7
Exposure to high growth end markets
Investment in commercial resources and innovation
Strong free cash flow generation / capital deployment
Clariant Masterbatch synergies
COVID recovery
Re-Rating: Current share price valuation
Avient is poised for near-term and long-term
shareholder value creation.
Purchase price multiple rapidly
declining on strength of business and
synergy capture
(1) (1) (1)
(1) Financial information is pro forma to include a full year of Clariant Masterbatch business acquisition
13
SEM
• Composites and Outdoor High
Performance applications drove
positive mix within SEM
• Clariant Masterbatch synergy
realization under way and
expected to drive further margin
expansion in 2021
• Portfolio transformation to high
growth end markets with focus on
sustainable solutions megatrend
10.1%
11.8%
EBITDA MARGIN EXPANSION
Distribution
6.3% 6.0%
15.2%
17.6%
11.1%
12.1%
14.5%
19.8%
13.5%
16.1%
6.4% 6.3%
15.2% 16.2%
Full YearQ4
(2)
(2) Total company reflects adjusted EBITDA margins
SPOTLIGHT: COMPOSITES
14
• SEM delivers a record year in 2020 – 13%
operating income growth and over 200 bps
in margin expansion year-over-year
• Prior investments in composites platform
and outdoor high performance applications
paying off, resulting in substantial growth
over the last two years
SEM
Operating
Income
(OI % of Sales)
$(0.1) $(1.0)
$2.2
$19.1
$26.8
2016 2017 2018 2019 2020
Composites
Performance
(Operating Income)
$83.7
$94.4
2019 2020
(11.2%)
(13.3%)
0.1 0.1
0.2
0.5
0.6
0.7
0.8
0.9
0.9 1.0
11 12 13 14 15 16 17 18 19 20
$19
$160
$338
2011 2019 2020
0.16
0.20
0.26
0.34
0.42
0.50
0.58
0.72
0.79 0.81
0.85
11 12 13 14 15 16 17 18 19 20 21E
FREE CASH FLOW AND CAPITAL ALLOCATION
15
Free Cash Flow Dividends Share Repurchases Deleveraging
3.5x
2.7x
Growing Dividend Cumulative Buybacks Net Leverage
$B
n
$
p
e
r
sh
ar
e
Cash Generation
~$1Bn
REPURCHASED
OVER LAST 10 YEARS
~$350MM
PAID OVER LAST 10 YEARS
~$338MM 2.7x
NET LEVERAGE
(1) Financial information is pro forma to include a full year of Clariant Masterbatch business acquisition
GREAT PLACE TO WORK!
https://www.avient.com/investor-center/news/avient-announces-first-quarter-2022-results-connection-announcement-acquire-dsm-protective-materials-dyneema
Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to: the ability and time required to consummate the acquisition of Dyneema; our ability to achieve the strategic and other objectives relating to the proposed acquisition of Dyneema; 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; the current and potential future impact of the COVID-19 pandemic on our business, results of operations, financial position or cash flows; changes in polymer consumption growth rates and laws and regulations regarding plastics in jurisdictions where we conduct business; 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; 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.
https://www.avient.com/investor-center/news/polyone-announces-first-quarter-2019-results
Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to: our ability to identify and evaluate acquisition targets and consummate and integrate acquisitions; 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 inability 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, cost 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.
https://www.avient.com/sites/default/files/resources/dB%2520June%2520Presentation%2520June%252012%25202013%2520%25282%2529.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 divestiture of our resin assets and the satisfaction or waiver of conditions in the sale agreement;
Any material adverse changes in the business supporting the resin assets being sold;
The ability to obtain required regulatory or other third-party approvals and consents and otherwise consummate the proposed divestiture
Our ability to achieve the strategic and other objectives relating to the acquisition of Spartech Corporation, including any expected synergies; our
ability to successfully integrate Spartech and achieve the expected results of the acquisition, including, without limitation, the acquisition 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 financial condition of our customers, including the ability of customers (especially those that may be highly leveraged and those with inadequate
liquidity) to maintain their credit availability;
The speed and extent of an economic recovery, including the recovery of the housing market;
Our ability to achieve new business gains;
The amount and timing of repurchases, if any, of PolyOne common shares and our ability to pay regular quarterly cash dividends and the amounts and
timing of any future dividends;
The effect on foreign operations of currency fluctuations, tariffs, and other political, economic and regulatory risks;
Changes in polymer consumption growth rates in the markets 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 achieve or delays in achieving or achievement of less than the anticipated financial benefit from initiatives related to working capital
reductions, cost reductions, employee productivity goals, and an inability to raise or sustain prices for products or services;
An inability to maintain appropriate relations with unions and employees; 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.
• The above list of factors is not exhaustive.
• We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.
https://www.avient.com/sites/default/files/AVNT Q1 2023 Earnings Press Release.pdf
Factors
that could cause actual results to differ materially from those implied by these forward-looking
statements include, but are not limited to: 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 laws and
regulations regarding plastics in jurisdictions where we conduct business; 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; our ability to achieve strategic objectives and successfully integrate
acquisitions, including Avient Protective Materials; an inability to raise or sustain prices for
products or services; our ability to pay regular quarterly cash dividends and the amounts and
timing of any future dividends; information systems failures and cyberattacks; amounts for cash
and non-cash charges related to restructuring plans that may differ from original estimates,
including because of timing changes associated with the underlying actions; and other factors
affecting our business beyond our control, including without limitation, changes in the general
economy, changes in interest rates, changes in the rate of inflation and any recessionary
conditions.
https://www.avient.com/sites/default/files/2024-08/Avient AUG 2024 Investor Presentation- w Non-GAAP.pdf
In particular, these include statements relating to future actions;
prospective changes in raw material costs, product pricing or product demand; future performance; estimated capital expenditures; results of current and anticipated market conditions and market strategies; sales efforts; expenses; the outcome of
contingencies such as legal proceedings and environmental liabilities; and financial results.
Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to:
• 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;
• Disruptions or inefficiencies in our supply chain, logistics, or operations;
• Changes in laws and regulations in jurisdictions where we conduct business, including with respect to plastics and climate change;
• Fluctuations in raw material prices, quality and supply, and in energy prices and supply;
• Demand for our products and services;
• 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;
• Our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends;
• Information systems failures and cyberattacks;
• Amounts for cash and non-cash charges related to restructuring plans that may differ from original estimates, including because of timing changes associated with the underlying actions;
• Our ability to achieve strategic objectives and successfully integrate acquisitions, including the implementation of a cloud-based enterprise resource planning system, S/4HANA;
• Other factors affecting our business beyond our control, including without limitation, changes in the general economy, changes in interest rates, changes in the rate of inflation, geopolitical conflicts and any recessionary conditions; and
• Other factors described in our Annual Report on Form 10-K for the year ended December 31, 2023 under Item 1A, “Risk Factors.”
https://www.avient.com/investor-center/news/avient-announces-first-quarter-2023-results
Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to: 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 laws and regulations regarding plastics in jurisdictions where we conduct business; 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; our ability to achieve strategic objectives and successfully integrate acquisitions, including Avient Protective Materials; an inability to raise or sustain prices for products or services; our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends; information systems failures and cyberattacks; amounts for cash and non-cash charges related to restructuring plans that may differ from original estimates, including because of timing changes associated with the underlying actions; and other factors affecting our business beyond our control, including without limitation, changes in the general economy, changes in interest rates, changes in the rate of inflation and any recessionary conditions.