UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 21, 2017

LANXESS Solutions US Inc.

(Exact name of registrant as specified in its charter)


Delaware	1-15339	52-2183153
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1818 Market Street, Suite 3700, Philadelphia, Pennsylvania 199 Benson Road, Middlebury, Connecticut		19103 06749
(Address of Principal Executive Offices)		(Zip Code)

(203) 573-2000

(Registrant’'s telephone number, including area code)

Chemtura Corporation

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INTRODUCTORY NOTE

On April 21, 2017, the acquisition of Chemtura Corporation, a Delaware corporation (the “"Company”"), by Lanxess Deutschland GmbH, a limited liability company formed under the laws of Germany (“"Parent”"), was consummated pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of September 25, 2016 (the “"Merger Agreement”"), among the Company, Parent and LANXESS Solutions US Inc. (f/k/a LANXESS Additives Inc.), a Delaware corporation and an indirect wholly owned subsidiary of Parent (“"Merger Sub”"). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into the Company (the “"Merger”"), with the Company surviving as ~~the~~LANXESS ~~surviving~~Solutions ~~corporation~~US Inc. (the “"Surviving Corporation”").

Item 15.02. ~~Termination~~Departure of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement.~~Officers; Election of Directors; Appointment of Certain Officers

~~Senior Secured Term Facility Credit Agreement~~Directors

InOn ~~connection with the consummation of the Merger, on~~ April 21, 2017, ~~all~~LANXESS ~~amounts due and owing under that certain Senior Secured Term Facility Credit Agreement~~Corporation, ~~dated~~the assole ofstockholder ~~August 27, 2010, as amended and restated as~~ of ~~October~~LANXESS ~~30,~~Solutions ~~2013,~~US ~~and as further amended from time to time (the “Term Facility”), among the Company, Bank of America, N~~Inc.A., asappointed ~~Administrative~~Stephen ~~Agent~~Forsyth (as ~~defined~~a ~~therein),~~director ~~and~~of the ~~Lenders~~Surviving ~~party thereto, among other parties thereto, were paid and the Term Facility was terminated in accordance with its terms~~Corporation.

~~Senior~~Departure ~~Secured~~of ~~Revolving Credit Facilities Agreement~~Officers:

InOn ~~connection with the consummation of the Merger, on~~ April 21, 2017, ~~all~~Craig ~~amounts~~Rogerson, ~~due~~Chet ~~and~~Cross, ~~owing~~Alan ~~under~~Swiech, ~~that~~Laurence ~~certain Senior Secured Revolving Credit Facilities Agreement~~Orton, ~~dated~~Billie ~~as of November 10~~Flaherty, ~~2010, as amended~~ and ~~restated~~Simon asMedly ofresigned ~~December 4, 2013, and~~ as ~~further~~executive ~~amended~~officers ~~from time to time (the “Revolver”), among the Company and certain~~ of ~~its~~LANXESS ~~subsidiaries~~Solutions ~~named~~US ~~therein~~Inc. asIn ~~Borrowers~~connection ~~(as~~with ~~defined~~such ~~therein)~~resignation, ~~Bank~~the ofMessrs. ~~America~~Rogerson, ~~N.A.~~Cross, ~~as U.S. Administrative Agent~~Swiech, ~~Foreign~~Orton ~~Administrative~~and ~~Agent~~Medley and ~~Swing~~Ms. ~~Line~~Flaherty ~~Lender,~~have ~~each~~also asresigned ~~defined~~from inemployment ~~the~~at ~~Revolver,~~LANXESS ~~and~~Solutions ~~the~~US ~~Lenders~~Inc. ~~(as~~and ~~defined~~will ~~therein)~~be ~~party~~paid ~~thereto,~~their ~~among~~entitlements ~~other~~resulting ~~parties~~from ~~thereto,~~a ~~were~~termination ~~paid~~without ~~and~~"cause" ~~the~~pursuant ~~Revolver~~to ~~was~~his ~~terminated~~or inher ~~accordance~~applicable ~~with~~agreements ~~its~~or ~~terms~~plans.

~~Item~~Appointment ~~2.01. Completion~~ of ~~Acquisition or Disposition of Assets.~~Officers

~~The~~On April ~~information~~21, ~~provided~~2017, in the ~~Introductory~~following ~~Note~~individuals ofwere ~~this~~appointed, ~~Current~~or ~~Report~~shall oncontinue, ~~Form~~as ~~8-K~~executive isofficers ~~incorporated~~of ~~herein~~LANXESS bySolutions ~~reference~~US Inc.

OnPresident ~~April~~and ~~21,~~Chief ~~2017,~~Executive ~~pursuant~~Officer ~~to the terms of the Merger Agreement, Parent completed the acquisition of the Company upon the consummation of the Merger~~Dr. ~~Except~~Antonis asPapadourakis ~~set~~Chief ~~forth~~Financial inOfficer ~~the~~Stephen ~~Merger~~Forsyth ~~Agreement,~~Treasurer atDalip ~~the~~Mohan ~~effective~~Puri ~~time~~Secretary ofLee ~~the~~Sjoberg ~~Merger~~Assistant ~~(the~~Secretary ~~“Effective~~Arthur ~~Time”),~~Fullerton ~~each~~Assistant ~~share~~Secretary ofMatthew the Company’s common stock, par value $0.01 per share (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares held by the Company, Parent, any of their respective subsidiaries or held by any holder who properly perfected its rights of appraisal in accordance with Section 262 of the Delaware General Corporation Law) was automatically cancelled and converted into the right to receive $33.50 in cash, without interest (such per share amount, the “Merger Consideration”), less any applicable taxes required to be withheld.Sokol

~~Subject~~Dr. toAntonis ~~the~~Papadourakis ~~terms~~(59-60) of– ~~the~~President ~~Merger~~and ~~Agreement,~~Chief atExecutive ~~the Effective Time:~~Officer

~~(a) each~~Dr. ~~option~~Antonis ~~(each,~~Papadourakis ~~a “Company Stock Option”) to purchase shares of Company Stock (as defined therein) that~~ was ~~outstanding~~born ~~under~~in ~~the~~Athens, ~~Company’s~~Greece ~~2010~~in ~~Long-Term~~1957. He ~~Incentive~~earned ~~Plan,~~a asdegree ~~amended~~from (the ~~“Company~~University ~~Stock~~of ~~Plan”),~~Thessaloniki ~~whether~~in or1981 ~~not vested or exercisable, was, automatically~~ and ~~without~~a ~~any~~Ph.D. ~~action~~from onthe ~~behalf~~University of ~~the holder thereof~~Massachusetts, ~~canceled,~~Amherst ~~and the Company became obligated to pay each holder of such Company Stock Option for each such Company Stock Option an amount~~ in ~~cash equal to the Merger Consideration~~1985, ~~multiplied~~both by the number of shares of Common Stock underlying such Company Stock Option (less the applicable exercise price) (assuming full vesting of the Company Stock Option) had such holder exercised the Company Stock Option in ~~full~~Chemical ~~immediately prior to the Effective Time;~~Engineering.

~~(b)~~After ~~each restricted stock unit award relating to shares of Company Stock (other than~~ a ~~Company~~year ~~Performance~~with ~~Share~~the ~~(defined~~Greek ~~below))~~Armed Forces, ~~whether~~he ~~required~~joined toRohm beand ~~settled~~Haas in ~~cash or in stock (each~~Bristol, ~~a “Company RSU”)~~PA, ~~that~~USA. ~~was~~He ~~outstanding~~held ~~under~~positions ~~the~~of ~~Company~~increasing ~~Stock Plan and unvested~~responsibility, ~~automatically~~including ~~and~~Sr. ~~without~~Chemical ~~any~~Engineer, ~~action~~Group onLeader ~~behalf~~ of the ~~holder~~Process orEconomics ~~beneficiary~~Center ~~thereof,~~and ~~was~~Process ~~converted~~Control toManager afor ~~deferred~~Polymers ~~cash~~& ~~award~~Resins inworldwide. Dr. anPapadourakis ~~amount~~became ~~equal~~a toUS ~~the~~citizen ~~product~~in ofMay ~~the Merger Consideration and the number~~ of ~~shares of Company Stock represented by such Company RSU;~~1995.

~~(c)~~In ~~each~~1997 ~~Company~~Dr. ~~RSU~~Papadourakis ~~that~~moved ~~was~~to ~~outstanding~~London, ~~under~~England as the ~~Company~~Purchasing ~~Stock~~Manager ~~Plan and vested (but~~ for ~~which~~Rohm ~~the~~and ~~underlying~~Haas ~~shares of Company Stock have not yet been delivered~~(UK), ~~automatically~~Ltd. and ~~without~~later ~~any~~became ~~action on behalf of~~ the ~~holder~~Purchasing or& ~~beneficiary~~Logistics ~~thereof~~Manager, ~~was canceled~~Europe, ~~and~~for ~~the~~Performance ~~Company~~Polymers. He became ~~obligated~~Commercial toManager ~~pay~~for ~~the~~Construction ~~holder~~Adhesives, ofEurope, ~~any such Company RSU an amount~~ in ~~cash~~January ~~equal to the product~~ of ~~the Merger Consideration and the number of shares of Company Stock represented by such Company RSU;~~2001.

~~(d)~~Dr. ~~each~~Papadourakis ~~performance~~moved ~~share award relating~~ to ~~shares of Company Stock~~Paris, ~~whether~~France ~~required to be settled~~ in ~~cash~~July ~~or in stock (each~~2001, ato ~~“Company~~become ~~Performance~~Business ~~Share”)~~Manager, ~~that~~Packaging ~~was~~and ~~outstanding under the Company Stock Plan~~Converting, ~~and~~Europe for ~~which~~Rohm ~~the applicable performance period had not ended, automatically~~ and without any action on behalf of the holder or beneficiary thereof, was converted to a deferred cash award in an amount equal to the product of the Merger Consideration and the number of shares of Company Stock represented by such Company Performance Share, which number was determined based on the target performance level;Haas.

~~(e)~~He ~~each~~repatriated ~~Company~~to ~~Performance Share that was outstanding under~~ the ~~Company~~US ~~Stock~~in ~~Plan~~2005 and ~~for~~joined ~~which~~Engelhard ~~the~~Corporation ~~applicable~~(now ~~performance~~BASF) ~~period~~as ~~had~~Global ~~ended~~Business ~~(but~~Manager for ~~which~~Stationary ~~the~~Source ~~underlying shares of Company Stock had not yet been delivered), automatically~~ and ~~without~~Indoor ~~any~~Air. He ~~action~~joined onArkema ~~behalf~~in February of ~~the~~2007 ~~holder~~as orBusiness ~~beneficiary thereof~~Director, ~~was~~Organic ~~canceled~~Peroxides, ~~and~~Americas. In ~~the~~September ~~Company became obligated to pay the holder~~ of ~~any~~2008, ~~such~~he ~~Company~~was ~~Performance~~promoted ~~Share an amount in cash equal~~ to ~~the~~General ~~product~~Manager, ofSustainability ~~the~~Additives ~~Merger Consideration~~ and ~~the~~in ~~number~~February of2012 ~~shares~~joined ofAltuglas ~~Company~~International ~~Stock~~(a ~~represented~~subsidiary byof ~~such~~Arkema) ~~Company Performance Share, which number was determined based on actual performance~~ as of the ~~end~~Regional ofGroup ~~the~~President, ~~applicable performance period;~~Americas.

~~(f)~~Dr. ~~each~~Papadourakis ~~outstanding~~joined ~~cash~~LANXESS ~~award~~Corporation ~~that~~as ~~was~~its ~~vested~~President ~~was~~and ~~canceled~~CEO in ~~exchange~~July 2015, which is the direct parent of LANXESS Solutions US Inc. He also serves as Regional BU Head for ~~payment~~the toHigh Performance Material Business. On April 1, 2016, Dr. Papadourakis added the ~~holder~~role of anPresident ~~amount~~and inCEO ~~cash~~of ~~equal~~ARLANXEO USA LLC to his responsibilities. On April 21, 2017, Dr. Papadourakis added the ~~face~~role ~~amount~~of President and CEO of ~~such~~LANXESS ~~award;~~Solutions ~~and~~US Inc. to his responsibilities.

~~(g)~~Forsyth ~~each~~Letter ~~outstanding cash award that was unvested will continue as in effect immediately prior to the Effective Time.~~Agreement

~~The~~On ~~foregoing~~April ~~description~~21, 2017, the Surviving Corporation and Stephen Forsyth entered into a Letter Agreement providing for the termination of Mr. Forsyth’s Employment Agreement entered into with the ~~Merger~~Company, dated November 9, 2010, as amended on March 9, 2011 (the “Employment Agreement”) ~~and~~as of April 21, 2017, except as expressly provided in the ~~transactions~~Letter ~~contemplated~~Agreement. The ~~thereby~~Surviving isCorporation ~~not~~will ~~complete~~provide ~~and~~Mr. isForsyth ~~subject~~with tothe following payments and ~~qualified~~benefits inthat ~~its~~he ~~entirety~~would bybe ~~reference~~entitled to ~~the~~as ~~full~~if ~~text~~his ofemployment was terminated without Cause (as defined in the ~~Merger~~Employment Agreement) effective as of April 21, 2017, subject to his execution (and non-revocation) of a ~~copy~~release of ~~which~~claims: ~~was~~(1) ~~filed~~a aslump ~~Exhibit 2.~~cash amount equal to $1,802,000; (2) immediate vesting in his equity awards that have converted pursuant to the ~~Company’s~~Merger ~~Current~~Agreement ~~Report~~into ondeferred ~~Form~~cash ~~8-K~~awards, ~~filed~~to be paid in accordance with their terms and Section 409A of the ~~SEC~~Internal onRevenue ~~September~~Code; 26(3) outplacement services if his separation from service occurs prior to December 31, ~~2016~~2017; and ~~the~~(4) ~~terms~~benefits ofcontinuation ~~which~~(medical, ~~are~~dental ~~incorporated~~and ~~herein~~hospitalization byinsurance ~~reference~~coverage) for one and a half years following April 21, 2017.

~~Item~~As 3of April 21, 2017, Mr.~~01.~~ ~~Notice~~Forsyth’s employment with the Surviving Corporation will continue on an at will basis and he will be paid at a monthly rate of ~~Delisting~~$40,000. He orwill ~~Failure~~not be eligible to ~~Satisfy~~participate ain ~~Continued~~any ~~Listing~~bonus, ~~Rule~~incentive, severance or ~~Standard;~~any ~~Transfer~~other similar plan of ~~Listing~~the Surviving Corporation. His employment with the Surviving Corporation will automatically terminate on May 31, 2017 without further action by him or the Surviving Corporation.

AsThe offoregoing ~~April~~description ~~21, 2017, trading in shares~~ of ~~Common~~ ~~Stock on~~ the ~~New~~material ~~York~~terms ~~Stock Exchange (the “NYSE”) has been halted. As a consequence~~ of the ~~Merger,~~Letter onAgreement ~~April~~do ~~21,~~not ~~2017,~~purport ~~the~~to ~~Company~~be ~~requested that the NYSE file~~ a ~~Form 25~~complete ~~with~~description ~~the~~and ~~SEC,~~is toqualified ~~request~~in ~~the~~its ~~removal~~entirety ofby ~~the~~reference ~~Common~~to ~~Stock from listing on~~ the ~~NYSE~~Letter ~~and~~Agreement, ~~from~~which ~~registration~~is ~~under~~filed ~~Section 12(b) of the Securities Exchange Act of 1934,~~ as ~~amended~~Exhibit ~~(the “Exchange Act”)~~10.1 ~~The~~to ~~disclosure~~this ~~set~~Current ~~forth~~Report inof ~~the~~Form ~~Introductory Note above and under Item 2~~8-K.~~01 is incorporated by reference into this Item 3.01.~~

Item 3.03. Material Modification to Rights of Security Holders.

The disclosure set forth in the Introductory Note above and under Items 2.01 and 3.01 above and Item 5.03 below is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

Upon consummation of, and as a result of, the Merger, a change of control in the Company occurred and the Company became an indirect wholly owned subsidiary of Parent. The disclosure set forth in the Introductory Note above and under Items 2.01, 3.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, effective as of the Effective Time, each of Craig A. Rogerson, Jeffrey D. Benjamin, Timothy J. Bernlohr, Anna C. Catalano, James W. Crownover, Robert A. Dover, Jonathan F. Foster and John K. Wuff resigned from the board of directors of the Company (the “Board”). The resignations were not the result of any disagreement with the Company and were effectuated solely in connection with the Merger.

From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, (i) the directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation and (ii) the officers of the Company immediately prior to the Effective Time became the officers of the Surviving Corporation.

On April 21, 2017, Billie Flaherty resigned as Secretary of the Surviving Corporation. Immediately thereafter, Lee Sjoberg was appointed as Secretary of the Surviving Corporation.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety to be the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that the provisions of the certificate of incorporation of Merger Sub relating to the incorporator of Merger Sub were omitted. As a result of such amendment, the name of the Company was changed from Chemtura Corporation to LANXESS Solutions US Inc. The resulting certificate of incorporation of the Surviving Corporation as so amended and restated is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to the Merger Agreement, at the Effective Time, the bylaws of the Company were amended and restated in their entirety to be the bylaws of Merger Sub as in effect immediately prior to the Effective Time. The resulting bylaws of the Surviving Corporation as so amended and restated are attached as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 8.01. Other Events.

On April 21, 2017, Parent issued a press release announcing the consummation of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of September 25, 2016, among the Company, Parent and Merger Sub (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2016).
10.1		Letter Agreement between Stephen Forsyth and LANXESS Solutions US Inc., dated April 21, 2017.
3.1		Amended and Restated Certificate of Incorporation of the Surviving Corporation.
3.2		Amended and Restated Bylaws of the Surviving Corporation.
99.1		Press Release of Parent, dated April 21, 2017.

SIGNATURES

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


	LANXESS Solutions US Inc.

	By:		/s/ Lee Sjoberg
	Name:		Lee Sjoberg
	Title:		Secretary

Date: April 2126, 2017

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of September 25, 2016, among Company, Parent and Merger Sub (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2016).
10.1		Letter Agreement between Stephen Forsyth and LANXESS Solutions US Inc., dated April 21, 2017.
3.1		Amended and Restated Certificate of Incorporation of the Surviving Corporation.
3.2		Amended and Restated Bylaws of the Surviving Corporation.
99.1		Press Release of Parent, dated April 21, 2017.

Filing Compare · LANXESS Solutions US Inc.