UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): December ~~November 21~~15, 2014

Dynacast International Inc.

(Exact name of ~~registrant~~Registrant as specified in ~~its~~ charter)

Delaware

333-179497

90-0728033

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

14045 Ballantyne Corporate Place, Suite 300, Charlotte, North Carolina		28277
14045 Ballantyne Corporate Place, Suite 400 Charlotte, North Carolina		28277
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (704) 927-2789

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.0201. ~~Results~~Entry ofInto ~~Operations~~Material ~~and~~Definitive ~~Financial Condition~~Agreement.

On ~~November~~December 2115, 2014, Dynacast International, Inc. , a Delaware corporation (the “Company”), ~~issued~~Partners Group Precision Investment Limited, a ~~press~~Guernsey ~~release~~limited ~~regarding~~company ~~its~~(“Buyer”), ~~financial~~Precision ~~results~~Sub, ~~for~~Inc., a Delaware corporation (“Buyer Sub”), Izurium Dynacast Ltd., a company incorporated in the ~~quarter~~British ~~ended~~Virgin ~~September 30~~Islands (“Izurium”), ~~2014~~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”), 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 shares of the Company’s capital stock and not in any other capacity, collectively, the “Common Equityholders”), MIHI LLC, a Delaware limited liability company (solely in its ~~conference~~capacity ~~call~~as ona ~~November 21~~holder of shares of the Company’s capital stock and not in any other capacity, ~~2014~~the “Preferred Equityholder” and collectively with the Common Equityholders, the “Sellers”), and Izurium as Sellers’ Representative for the limited purposes set forth therein, entered into a Securities Purchase Agreement (the “Agreement”) pursuant to ~~discuss~~which ~~those~~Buyer ~~results. A~~will ~~copy~~acquire all of the ~~press~~outstanding ~~release~~shares isof ~~furnished~~capital stock of the asCompany. ~~Exhibit 99~~It is anticipated that the transaction will close in the first quarter of 2015.1.

The ~~Company~~purchase isprice ~~making~~payable ~~reference~~ to ~~non-GAAP~~the ~~financial~~Sellers ~~information~~upon closing inof the ~~press~~transaction ~~release~~is ~~furnished~~approximately ~~herewith~~$1,100,000,000 less debt and intransaction ~~its~~expenses. ~~conference~~Kenner, Simon Newman, Adrian Murphy, David Angell, Josef Ungerhofer and Thomas Kerscher will reinvest a portion of the proceeds they receive and will ~~call~~remain shareholders of the Company after the closing of the transaction. Buyer has entered into commitment letters, subject to ~~discuss~~standard ~~third~~conditions, ~~quarter~~with ~~results~~a group of banks to provide debt financing for the transaction. ~~Specifically~~In the Agreement, ~~these~~each ~~non-GAAP~~of ~~measures~~the Company, ~~include~~Sellers, ~~Adjusted~~Buyer ~~EBITDA~~and Buyer Sub has made customary representations, warranties and ~~Segment~~covenants, ~~EBITDA~~including representations and warranties regarding the assets of the Company and the financial statements of the Company, and covenants with respect to the operation of the business prior to closing.

~~EBITDA~~The iscompletion ~~earnings~~of ~~before interest,~~the ~~other~~acquisition ~~income,~~is ~~taxes,~~subject ~~depreciation~~to ~~and~~certain ~~amortization.~~conditions, ~~The~~including, ~~Company~~among others, ~~defines~~(i) that ~~Adjusted~~all ~~EBITDA~~filings asrequired ~~EBITDA,~~to ~~adjusted~~be ~~for~~made ~~certain~~under ~~items~~the ~~that~~United ~~the~~States ~~Company~~Hart-Scott-Rodino ~~believes~~Antitrust ~~hinder~~Improvements ~~comparison~~Act of ~~the~~1976, ~~performance~~as ofamended, ~~its~~and ~~business~~rules ~~either~~and ~~period-over-period~~regulations orpromulgated ~~with other businesses~~thereunder, ~~including~~and ~~non-controlling~~certain ~~interests,~~foreign ~~management~~antritrust ~~fees,~~laws ~~changes~~(as described in the ~~accounting~~Agreement) ~~principles,~~in ~~restructuring~~connection ~~costs,~~with ~~professional~~the ~~fees~~transactions ~~and~~have ~~transaction~~been ~~costs.~~made ~~Items~~and ~~are~~all ~~excluded~~applicable ~~from~~waiting ~~Adjusted~~periods ~~EBITDA~~with ~~because~~respect ~~they~~to ~~are~~each ~~individually~~filing, ~~or collectively~~including ~~material~~any ~~items~~extensions ~~that~~thereof, ~~the~~shall ~~Company~~have ~~does~~expired ~~not~~or ~~consider~~been toterminated, be(ii) the ~~representative~~accuracy of the ~~performance~~representations and ofwarranties ~~its~~made ~~business~~by ~~during~~ the ~~periods~~Company, ~~under~~Buyer ~~review.~~and ~~The~~Buyer ~~Company~~Sub ~~believes~~at closing and (iii) that the ~~presentation~~Company ofhas ~~Adjusted~~not ~~EBITDA~~suffered ~~enhances~~a anmaterial ~~investor’s understanding~~adverse ofeffect ~~its~~(as ~~performance~~described in the Agreement).

~~Segment~~The ~~EBITDA~~foregoing isdescription ~~calculated~~of bycertain ~~adding~~terms ~~back~~of ~~depreciation~~the Agreement and ~~amortization~~the ~~expense~~transactions tocontemplated ~~segment~~thereby ~~operating~~does ~~income~~not ~~and subtracting~~purport ~~non-controlling~~to ~~interests~~be incomplete ~~EBITDA~~and ~~for~~is subject ~~each~~to, ~~segment.~~and Wequalified ~~measure~~in ~~and~~its ~~evaluate~~entirety ~~our~~by, ~~reportable~~reference ~~segments~~to ~~based~~the onAgreement, ~~segment~~a ~~operating~~copy ~~income,~~of which is ~~consistent~~attached ~~with~~hereto ~~our~~as ~~chief~~Exhibit 2.1 ~~operating~~and ~~decision~~the ~~maker’s~~terms ~~assessment~~ of ~~segment performance.~~which ~~Segment~~are ~~EBITDA~~incorporated ~~does~~herein ~~not~~by ~~purport to be an alternative to segment operating income~~reference.

~~Adjusted~~Item EBITDA and Segment EBITDA are considered non-GAAP measures because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with U8.S01. ~~GAAP~~Other ~~or are calculated using financial measures that are not calculated in accordance with U~~Events.S. GAAP. Adjusted EBITDA and Segment EBITDA have limitations as analytical tools, and they should not be considered in isolation, or as a substitute for an analysis of the Company’s results as reported under U.S. GAAP. Some of these limitations include, but are not limited to, the fact that Adjusted EBITDA and Segment EBITDA:

•On doDecember 17, ~~not~~2014, ~~reflect~~Dynacast and the ~~Company’s~~Buyer ~~cash~~plan ~~expenditures~~to orissue ~~future~~a ~~requirements~~joint press ~~for~~release ~~capital~~pursuant ~~expenditures~~to orwhich ~~contractual~~it ~~commitments;~~will announce that it has entered into the Agreement. A copy of the planned press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

•- do2 ~~not~~- ~~reflect changes in, or cash requirements for, the Company’s working capital needs;~~

• do not reflect the interest expense, or the cash requirements necessary, to service interest or principal payments on the Company’s debt;

• do not reflect any cash requirements that would be required for replacement of assets that are being depreciated or amortized; and

• may exclude items that reflect cash payments that were made, or will in the future be made.

The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies, which limits their usefulness as comparative measures. A reconciliation of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures is contained in the press release.

The information set forth under this Item 2.02, including Exhibit 99.1 referenced herein, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.		Exhibit Description
99.1		Press Release, dated November 21, 2014, with respect to the Company’s financial results for the quarter ended September 30, 2014

(d)	Exhibits


Exhibit No.		Description

2.1		Securities Purchase Agreement, dated as of December 15, 2014, among Dynacast International, Inc., Partners Group Precision Investment Limited, Precision Sub, Inc., Izurium Dynacast Ltd., W Capital Dynacast LLC, Laurel Crown Dynacast Holdings LLC, Tower Square Capital Partners III-A, L.P., Kenner Equity Management, LLC, Kenner Dynacast Partners L.P., 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), MIHI LLC, (solely in its capacity as a holder of the Company’s Securities and not in any other capacity), and Izurium as Sellers’ Representative for the limited purposes set forth therein. (pursuant to Item 601(b)(2) of Regulation S-K, exhibits and schedules to the Securities Purchase Agreement have been omitted and will be supplementally provided to the SEC upon request).

99.1		Press Release dated December 17, 2014 to be issued by Partners Group Precision Investment Limited and Dynacast International Inc.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~November~~December 2116, 2014


DYNACAST INTERNATIONAL INC.

By:		/s/ Adrian D. Murphy
		Adrian D. Murphy
		Secretary, Treasurer and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.		Exhibit Description
ExhibitNo.		Description
99.1		Press Release, dated November 21, 2014, with respect to the Company’s financial results for the quarter ended September 30, 2014
2.1		Securities Purchase Agreement, dated as of December 15, 2014, among Dynacast International, Inc., Partners Group Precision Investment Limited, Precision Sub, Inc., Izurium Dynacast Ltd., W Capital Dynacast LLC, Laurel Crown Dynacast Holdings LLC, Tower Square Capital Partners III-A, L.P., Kenner Equity Management, LLC, Kenner Dynacast Partners L.P., 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), MIHI LLC, (solely in its capacity as a holder of the Company’s Securities and not in any other capacity), and Izurium as Sellers’ Representative for the limited purposes set forth therein. (pursuant to Item 601(b)(2) of Regulation S-K, exhibits and schedules to the Securities Purchase Agreement have been omitted and will be supplementally provided to the SEC upon request).
99.1		Press Release dated December 17, 2014 to be issued by Partners Group Precision Investment Limited and Dynacast International Inc.

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Filing Compare · Dynacast International Inc.