Basic Stats
| CIK | 1547063 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| February 13, 2015 |
TAM / / Select Equity Group, L.P. - AMENDMENT NO. 1 Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Taminco Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 87509U106 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| February 13, 2015 |
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other persons signatory below of a report on Schedule 13G or any amendments thereto, and to the inclusion of this Agreement as an attachment to such filing, with respect to the ownership of securities named in this Sch |
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| February 10, 2015 |
TAM / / Apollo Management Holdings GP, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Taminco Corporation (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 87509U106 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| December 18, 2014 |
FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35875 TAMINCO CORPORATION (Exact name of registrant as specifie |
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| December 11, 2014 |
As filed with the Securities and Exchange Commission on December 11, 2014 Registration No. |
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| December 11, 2014 |
BYLAWS STELLA MERGER CORP. ARTICLE I Meetings of Stockholders EX-3.2 Exhibit 3.2 BYLAWS OF STELLA MERGER CORP. ARTICLE I Meetings of Stockholders Section 1.1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine. Sec |
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| December 11, 2014 |
EX-99.1 Exhibit 99.1 Eastman Announces its Wholly-Owned Subsidiary Taminco Global Chemical Company’s Redemption of its 9.75% Second-Priority Senior Secured Notes due 2020 KINGSPORT, Tenn., December 5, 2014 – Eastman Chemical Company (“Eastman” NYSE:EMN) announced that Taminco Global Chemical Company (“Taminco Global”), which on December 5, 2014 became a wholly owned subsidiary of Eastman, will red |
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| December 11, 2014 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TAMINCO CORPORATION DECEMBER 5, 2014 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TAMINCO CORPORATION DECEMBER 5, 2014 FIRST: The name of the corporation (the “Corporation”) is Taminco Corporation. SECOND: The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the Corporation’s registered age |
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| December 11, 2014 |
Form 8-K 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): December 5, 2014 TAMINCO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35875 45-4031468 (State or other jurisdiction of incorporation) (Comm |
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| December 8, 2014 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 19, 2014, pursuant to the provisions of Rule 12d2-2 (a). |
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| November 6, 2014 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 6, 2014 Taminco Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-35875 45-4031468 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| November 6, 2014 |
Taminco Corporation Announces Third Quarter 2014 Results Taminco Corporation Announces Third Quarter 2014 Results ALLENTOWN, Pa., Nov. 6, 2014 /PRNewswire/ - Taminco Corporation ("Taminco" or the "Company") (NYSE: TAM), the world's largest integrated producer of alkylamines and alkylamine derivatives for use in the manufacturing of everyday products, today announced results for its third quarter of 2014. Unless otherwise noted, year ago comparisons refe |
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| November 6, 2014 |
TAM 2014.09.30 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 Commission file number 001-35875 TAMINCO CORPORATION (Exact name of registrant as specified in its charter) Delaware 45-4031468 (State or other jurisdiction of |
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| October 27, 2014 |
TAM / DEFM14C - - DEFINITIVE INFORMATION STATEMENT Definitive Information Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 14, 2014 |
TAM / PREM14C - - PRELIMINARY INFORMATION STATEMENT Preliminary Information Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 16, 2014 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and among Eastman Chemical Company, Stella Merger Corp. and Taminco Corporation Dated as of September 11, 2014 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Certificate of Incorporation and Bylaws of the Sur |
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| September 16, 2014 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of September 11, 2014, is entered into by and among the undersigned stockholders (each a “Principal Shareholder” and collectively, the “Principal Shareholders”) of Taminco Corporation, a Delaware corporation (the “Company”), Eastman Chemical Company, a Delaware corporation (“Parent”), and S |
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| September 16, 2014 |
TAMINCO CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENT EX-10.2 Exhibit 10.2 FINAL FORM TAMINCO CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENT CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) dated as of September [—], 2014, by and between Taminco Corporation (the “Company”), and [—] (the “Executive”). This Agreement shall be effective only upon the consummation of a Change in Control following the date hereof. W I T N E S S E T H WHEREAS, t |
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| September 16, 2014 |
EX-99.1 Exhibit 99.1 ALLENTOWN, Pa., Sept. 11, 2014 - Taminco Corp. (NYSE:TAM) (“Taminco”), the world’s largest producer of alkylamines and alkylamine derivatives, today announced a definitive agreement to be acquired by Eastman Chemical Company (NYSE: EMN) (“Eastman”) for $26.00 per share, for a total transaction value of approximately $2.8 billion in cash. The transaction was approved by the Boa |
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| September 16, 2014 |
8-K 1 d788231d8k.htm FORM 8-K 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): September 16, 2014 Taminco Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-35875 45-4031468 (State or other jurisdiction of i |
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| August 7, 2014 |
EX 31.1 06302014 Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Laurent Lenoir, certify that: 1. I have reviewed this report on Form 10-Q of Taminco Corporation; (the ?registrant?) 2. Based on my knowledge, this report does not cont |
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| August 7, 2014 |
10-Q 1 tam2014063010-q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 Commission file number 001-35875 TAMINCO CORPORATION (Exact name of registrant as specified in its charter) Delaware 45-4031468 (State or other jurisdict |
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| August 7, 2014 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM8-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): August 7, 2014 Taminco Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-35875 45-4031468 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| August 7, 2014 |
Taminco Corporation Announces Second Quarter 2014 Results EX-99.1 2 v386051ex99-1.htm EXHIBIT 99.1 Taminco Corporation Announces Second Quarter 2014 Results ALLENTOWN, Pa., Aug. 7, 2014 /PRNewswire/ - Taminco Corporation ("Taminco" or the "Company") (NYSE: TAM), the world's largest integrated producer of alkylamines and alkylamine derivatives for use in the manufacturing of everyday products, today announced results for its second quarter of 2014. Unless |
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| May 21, 2014 |
Submission of Matters to a Vote of Security Holders - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 21, 2014 TAMINCO CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-35875 45-4031468 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| May 14, 2014 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 14, 2014 (March 6, 2014) TAMINCO CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-35875 45-4031468 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| May 14, 2014 |
TAMINCO CORPORATION UNAUDITED PRO-FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 TAMINCO CORPORATION UNAUDITED PRO-FORMA CONDENSED COMBINED FINANCIAL INFORMATION On March 6, 2014 (the “Acquisition Date”), Taminco Corporation (“Taminco” or the “Company”) acquired the Formic Acid Solutions (“FAS”) business of Kemira Oyj (“Kemira”). The total price was approximately $184 million, net of cash acquired. The Company funded the cash consideration through $137 million of |
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| May 8, 2014 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 8, 2014 Taminco Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-35875 45-4031468 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| May 8, 2014 |
TAM 2014.03.31 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 Commission file numb er 001-35875 TAMINCO CORPORATION (Exact name of registrant as specified in its charter) Delaware 45-4031468 (State or other jurisdiction of Inc |
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| May 8, 2014 |
Taminco Corporation Announces First Quarter 2014 Results Taminco Corporation Announces First Quarter 2014 Results ALLENTOWN, Pa., May 8, 2014 /PRNewswire/ - Taminco Corporation ("Taminco" or the "Company") (NYSE: TAM), the world's largest integrated producer of alkylamines and alkylamine derivatives for use in the manufacturing of everyday products, today announced results for its first quarter of 2014. Unless otherwise noted, year ago comparisons refer |
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| April 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 11, 2014 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 11, 2014 (March 6, 2014) TAMINCO CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-35875 45-4031468 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| March 11, 2014 |
EX-99.2 Exhibit 99.2 FORMIC ACID OPERATIONS OF KEMIRA OYJ COMBINED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2013, 2012 AND 2011 INDEX TO COMBINED FINANCIAL STATEMENTS Page(s) Independent Auditor’s Report 1 - 2 Financial Statements: Combined Statements of Comprehensive Income 3 Combined Balance Sheets 4 Combined Statements of Divisional Equity 5 Combined Statements of Cash Flo |
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| March 11, 2014 |
TAMINCO CORPORATION COMPLETES ACQUISTION OF FORMIC ACID BUSINESS OF KEMIRA OYJ EX-99.1 Exhibit 99.1 TAMINCO CORPORATION COMPLETES ACQUISTION OF FORMIC ACID BUSINESS OF KEMIRA OYJ ALLENTOWN, PA March 6, 2014 — Taminco Corporation (NYSE:TAM), today announced that it has completed the acquisition of the formic acid business of Kemira Oyj. The formic acid business has a global footprint and serves a number of selected markets that are driven by key global megatrends, such as ani |
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| March 3, 2014 |
EX-99.1 2 d687075dex991.htm EX-99.1 Exhibit 99.1 NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TAMINCO CORPORATION 2013 LONG-TERM INCENTIVE PLAN * * * * * Participant: Pascal Lebard Grant Date: March 3, 2014 Per Share Exercise Price: $22.58 Number of Shares subject to this Option: 10,000 * * * * * THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date |
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| March 3, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 3, 2014 (February 26, 2014) Taminco Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-35875 45-4031468 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| February 25, 2014 |
TAM / / Senator Investment Group LP - TAMINCO CORPORATION Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* TAMINCO CORPORATION (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 87509U106 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule |
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| February 25, 2014 |
Results of Operations and Financial Condition 8-K 1 v3696228k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM8-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): February 25, 2014 Taminco Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-35875 45-4031468 (State or other jurisdiction of incorp |
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| February 25, 2014 |
Taminco Corporation Announces Fourth Quarter and Full Year 2013 Results Taminco Corporation Announces Fourth Quarter and Full Year 2013 Results ALLENTOWN, Pa. |
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| February 14, 2014 |
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other persons signatory below of a report on Schedule 13G or any amendments thereto, and to the inclusion of this Agreement as an attachment to such filing, with respect to the ownership of securities named in this Sch |
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| February 14, 2014 |
TAM / / Select Equity Group, L.P. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Taminco Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 87509U106 (CUSIP Number) February 13, 2014 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| February 12, 2014 |
TAM / / Apollo Management Holdings GP, LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Taminco Corporation (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 87509U106 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 12, 2014 |
AGREEMENT OF JOINT FILING (TAMINCO CORPORATION) Exhibit 1 AGREEMENT OF JOINT FILING (TAMINCO CORPORATION) In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. |
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| December 27, 2013 |
EX-99.2 Exhibit 99.2 TAMINCO CORPORATION TO ENTER A NEW SPECIALTY CHEMICALS NICHE MARKET - ANNOUNCES AGREEMENT TO ACQUIRE THE FORMIC ACID BUSINESS OF KEMIRA OYJ ALLENTOWN, PA December 23, 2013 — Taminco Corp. (NYSE:TAM), the world’s largest producer of alkylamines and alkylamine derivatives, today announced that it has signed a definitive agreement to acquire the formic acid business of Kemira Oyj |
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| December 27, 2013 |
Regulation FD Disclosure - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 27, 2013 (December 22, 2013) Taminco Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-35875 45-4031468 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| December 27, 2013 |
EX-99.1 Exhibit 99.1 Execution version Dated December 22, 2013 Share Purchase Agreement Concerning Suomen Muurahaishappo Oy by and between Kemira Nederland Holding B.V. as Seller Kemira Oyj as Parent and Taminco BVBA as Purchaser White & Case LLP Eteläranta 14 Fl-00130 Helsinki, Finland Table of Contents Page 1. Definitions and Interpretations 1 2. Sale of Shares and Transfer of Title 14 3. Purcha |
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| December 13, 2013 |
10,000,000 Shares Taminco Corporation Common Stock $20.00 per share Final Prospectus Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. |
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| December 9, 2013 |
UW Acceleration Request CITIGROUP GLOBAL MARKETS INC. GOLDMAN, SACHS & CO. CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC. c/o Citigroup Global Markets Inc. 390 Greenwich Street New York, NY 10013 c/o Goldman, Sachs & Co. 200 West Street New York, NY 10282-2198 c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 c/o Deutsche Bank Securities Inc. 60 |
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| December 9, 2013 |
Amendment No. 2 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on December 9, 2013 Registration No. 333-192524 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TAMINCO CORPORATION (Exact name of registrant as specified in its charter) Delaware 2860 45-40314 |
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| December 9, 2013 |
CORRESP 1 filename1.htm Taminco Corporation Two Windsor Plaza, Suite 411 7540 Windsor Drive Allentown, PA 18195 December 9, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Pamela Long Leland Benton Craig Slivka Re: Taminco Corporation Registration Statement on Form S-1 Filed November 25, 2013 File No. 333-192524 |
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| December 4, 2013 |
Amendment No. 1 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on December 4, 2013 Registration No. 333-192524 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TAMINCO CORPORATION (Exact name of registrant as specified in its charter) Delaware 2860 45-40314 |
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| December 4, 2013 |
COVER 601 Lexington Avenue New York, New York 10022 Joshua N. Korff To Call Writer Directly: (212) 446-4943 [email protected] (212) 446-4800 www.kirkland.com Facsimile: (212) 446-4900 December 4, 2013 Via EDGAR Ms. Pamela Long Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Taminco Corporation Registr |
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| December 4, 2013 |
TAMINCO CORPORATION Shares of Common Stock FORM OF UNDERWRITING AGREEMENT EX-1.1 Exhibit 1.1 TAMINCO CORPORATION Shares of Common Stock FORM OF UNDERWRITING AGREEMENT December , 2013 Citigroup Global Markets Inc. 390 Greenwich Street New York, NY 10013 Goldman, Sachs & Co. 200 West Street New York, NY 10282-2198 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 As Representati |
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| December 4, 2013 |
EX-24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each officer and director of Taminco Corporation whose signature appears below constitutes and appoints Laurent Lenoir, Kurt Decat and Edward Yocum and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and st |
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| November 25, 2013 |
S-1 Table of Contents As filed with the Securities and Exchange Commission on November 25, 2013 Registration No. |
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| November 22, 2013 |
This Amendment to Statement on Form 3 is filed by: EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 This Amendment to Statement on Form 3 is filed by: (i) AP Taminco Global Chemical Holdings, L.P., (ii) Taminco Co-Investors, L.P., (iii) AP Taminco Global Chemical Holdings GP, LLC, (iv) Taminco Co-Investors GP, LLC, (v) Apollo Management VII, L.P., (vi) AIF VII Management, LLC, (vii) Apollo Management, L.P., (viii) Apollo Management GP, LLC, (ix) Apollo |
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| November 7, 2013 |
Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM8-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): November 7, 2013 Taminco Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-35875 45-4031468 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| November 7, 2013 |
Taminco Corporation Announces Third Quarter 2013 Results Taminco Corporation Announces Third Quarter 2013 Results ALLENTOWN, Pa., Nov. 7, 2013 /PRNewswire/ - Taminco Corporation ("Taminco" or the "Company") (NYSE: TAM), the world's largest integrated producer of alkylamines and alkylamine derivatives for use in the manufacturing of everyday products, today announced results for its third quarter of 2013. Unless otherwise noted, year ago comparisons refe |
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| October 11, 2013 |
S-8 As filed with the Securities and Exchange Commission on October 11, 2013 Registration No. |
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| October 3, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 3, 2013 (October 2, 2013) Taminco Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-35875 45-4031468 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| August 13, 2013 |
Results of Operations and Financial Condition - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 13, 2013 Taminco Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-35875 45-4031468 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| August 13, 2013 |
Taminco Corporation Announces Second Quarter 2013 Results Taminco Corporation Announces Second Quarter 2013 Results ALLENTOWN, Pa., Aug. 13, 2013 /PRNewswire/ - Taminco Corporation ("Taminco" or the "Company") (NYSE: TAM), the world's largest integrated producer of alkylamines and alkylamine derivatives for use in the manufacturing of everyday products, today announced results for its second quarter of 2013. Unless otherwise noted, year ago comparisons r |
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| May 14, 2013 |
Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 14, 2013 Taminco Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-35875 45-4031468 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| May 14, 2013 |
Taminco Corporation Announces First Quarter 2013 Results Taminco Corporation Announces First Quarter 2013 Results ALLENTOWN, Pa., May 14, 2013 /PRNewswire/ - Taminco Corporation ("Taminco" or the "Company") (NYSE: TAM), the world's largest integrated producer of alkylamines and alkylamine derivatives for use in the manufacturing of everyday products, today announced results for its first quarter of 2013. Fiscal 2013 First Quarter Financial Highlights Vo |
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| April 25, 2013 |
TAM / / Senator Investment Group LP - SENATOR INVESTMENT GROUP LP Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* TAMINCO CORPORATION (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 87509U106 (CUSIP Number) April 18, 2013 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which |
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| April 19, 2013 |
POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Laurent Lenoir, Kurt Decat and Edward Yocum, signing singly, the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director and/or owner of greater than 1 |
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| April 19, 2013 |
POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Laurent Lenoir, Kurt Decat and Edward Yocum, signing singly, the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director and/or owner of greater than 1 |
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| April 19, 2013 |
POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Laurent Lenoir, Kurt Decat and Edward Yocum, signing singly, the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director and/or owner of greater than 1 |
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| April 19, 2013 |
POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Laurent Lenoir, Kurt Decat and Edward Yocum, signing singly, the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director and/or owner of greater than 1 |
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| April 19, 2013 |
POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Laurent Lenoir, Kurt Decat and Edward Yocum, signing singly, the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director and/or owner of greater than 1 |
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| April 19, 2013 |
POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Laurent Lenoir, Kurt Decat and Edward Yocum, signing singly, the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director and/or owner of greater than 1 |
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| April 19, 2013 |
POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Laurent Lenoir, Kurt Decat and Edward Yocum, signing singly, the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director and/or owner of greater than 1 |
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| April 19, 2013 |
POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Laurent Lenoir, Kurt Decat and Edward Yocum, signing singly, the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director and/or owner of greater than 1 |
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| April 19, 2013 |
POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Laurent Lenoir, Kurt Decat and Edward Yocum, signing singly, the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director and/or owner of greater than 1 |
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| April 19, 2013 |
POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Laurent Lenoir, Kurt Decat and Edward Yocum, signing singly, the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director and/or owner of greater than 1 |
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| April 19, 2013 |
15,789,474 Shares Taminco Corporation Common Stock $15.00 per share Final Prospectus Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. |
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| April 19, 2013 |
POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Laurent Lenoir, Kurt Decat and Edward Yocum, signing singly, the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director and/or owner of greater than 1 |
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| April 19, 2013 |
POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Laurent Lenoir, Kurt Decat and Edward Yocum, signing singly, the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director and/or owner of greater than 1 |
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| April 15, 2013 |
601 Lexington Avenue New York, New York 10022 Joshua Korff, P.C. To Call Writer Directly: (212) 446-4943 [email protected] (212) 446-4800 www.kirkland.com Facsimile: (212) 446-4900 April 15, 2013 Via EDGAR and Hand Delivery Jay Ingram Legal Branch Chief Division of Corporate Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Taminco Corporation Amendment |
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| April 15, 2013 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on April 15, 2013 Registration No. |
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| April 12, 2013 |
Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TAMINCO CORPORATION (Exact name of registrant as specified in its charter) Delaware 45-4031468 (State of incorporation or organization) (I.R.S. Employer Identification No.) Two Windsor P |
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| April 12, 2013 |
Acceleration Request Taminco Corporation Two Windsor Plaza, Suite 411 7540 Windsor Drive Allentown, PA 18195 April 12, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| April 12, 2013 |
Underwriter's Acceleration Request CITIGROUP GLOBAL MARKETS INC. GOLDMAN, SACHS & CO. CREDIT SUISSE SECURITIES (USA) LLC J.P. MORGAN SECURITIES LLC c/o Citigroup Global Markets Inc. 390 Greenwich Street New York, NY 10013 c/o Goldman, Sachs & Co. 200 West Street New York, NY 10282-2198 c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 c/o J.P. Morgan Securities L |
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| April 5, 2013 |
METHANOL PURCHASE AND SALE AGREEMENT AMENDMENT Amendment 1 EX-10.17 Exhibit 10.17 CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4) AND 230.406. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. METHANOL PURCHASE AND SALE AGREEMENT AMENDMENT Amendment 1 This AMENDMENT (this “Amendment”) is |
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| April 5, 2013 |
SEC Response Letter 601 Lexington Avenue New York, New York 10022 Joshua Korff, P. |
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| April 5, 2013 |
EX-1.1 Exhibit 1.1 TAMINCO CORPORATION Shares of Common Stock UNDERWRITING AGREEMENT , 2013 Citigroup Global Markets Inc. 390 Greenwich Street New York, NY 10013 Goldman, Sachs & Co. 200 West Street New York, NY 10282-2198 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 J.P. Morgan Securities LLC 383 Madison Avenue, 28th Floor New York, NY 10179 As Representatives |
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| April 5, 2013 |
EX-4.4 Exhibit 4.4 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $.0.001 THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA AND NEW YORK, NY Certificate Number ZQ00000000 TAMINCO CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT is the owner of ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander D |
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| April 5, 2013 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on April 5, 2013 Registration No. |
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| April 5, 2013 |
METHANOL PURCHASE AND SALE AGREEMENT EX-10.16 Exhibit 10.16 CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4) AND 230.406. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. METHANOL PURCHASE AND SALE AGREEMENT THIS AGREEMENT (herein referred to as the “Agreement” and a |
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| April 3, 2013 |
CORRESP 601 Lexington Avenue New York, New York 10022 Joshua Korff, P.C. To Call Writer Directly: (212) 446-4943 [email protected] (212) 446-4800 www.kirkland.com Facsimile: (212) 446-4900 April 2, 2013 Via EDGAR and Hand Delivery Jay Ingram Legal Branch Chief Division of Corporate Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Taminco Acquisition Co |
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| April 3, 2013 |
TAMINCO CORPORATION 2013 LONG-TERM INCENTIVE PLAN ARTICLE I EX-10.29 Exhibit 10.29 TAMINCO CORPORATION 2013 LONG-TERM INCENTIVE PLAN ARTICLE I PURPOSE The name of the plan is the Taminco Corporation 2013 Long-Term Incentive Plan (as it maybe amended, the “Plan”). The purposes of the Plan are to provide long-term incentives to those individuals with significant responsibility for the success and growth of the Company and its Affiliates, to align the interes |
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| April 3, 2013 |
EX-10.33 Exhibit 10.33 NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TAMINCO CORPORATION 2013 LONG-TERM INCENTIVE PLAN * * * * * Participant: Grant Date: Per Share Exercise Price: $ Number of Shares subject to this Option: * * * * * THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Taminco Corporati |
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| April 3, 2013 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on April 2, 2013 Registration No. |
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| April 3, 2013 |
EX-10.35 Exhibit 10.35 FORM OF REGISTRATION RIGHTS AGREEMENT CONCERNING TAMINCO CORPORATION DATED AS OF , 2013 TABLE OF CONTENTS Page Section 1. DEFINITIONS 1 Section 2. REGISTRATION UNDER THE SECURITIES ACT 4 (a) Demand Registration 4 (b) Piggyback Registration 6 (c) Expenses 7 (d) Effective Registration Statement; Suspension 7 (e) Selection of Underwriters 8 Section 3. RESTRICTIONS ON PUBLIC SAL |
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| April 3, 2013 |
TAMINCO ACQUISITION CORPORATION ANNUAL PERFORMANCE BONUS PLAN EX-10.30 Exhibit 10.30 TAMINCO ACQUISITION CORPORATION ANNUAL PERFORMANCE BONUS PLAN 1. PURPOSE. The purpose of the Taminco Acquisition Corporation Annual Performance Bonus Plan is to attract, retain and motivate key employees and other service providers by providing bonus awards to designated Participants. 2. DEFINITIONS. Unless the context otherwise requires, the words that follow shall have the |
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| April 3, 2013 |
CORRESP 601 Lexington Avenue New York, New York 10022 Joshua Korff, P.C. To Call Writer Directly: (212) 446-4943 (212) 446-4800 Facsimile: (212) 446-4900 [email protected] www.kirkland.com April 3, 2013 Via EDGAR and Hand Delivery Jay Ingram Legal Branch Chief Division of Corporate Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Taminco Acquisition Co |
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| April 3, 2013 |
AMENDED AND RESTATED BYLAWS TAMINCO CORPORATION (Adopted as of , 2013) ARTICLE I. OFFICES EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF TAMINCO CORPORATION (Adopted as of , 2013) ARTICLE I. OFFICES Section 1.01 Registered office. The address of the registered office of Taminco Corporation (hereinafter the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Amended and Restated Certificate of Incorporation of th |
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| April 3, 2013 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TAMINCO CORPORATION EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TAMINCO CORPORATION Taminco Corporation is a corporation organized and existing under the laws of the State of Delaware (the “Corporation”). The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 12, 2011, under the name Taminco Acquisition Corpor |
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| April 3, 2013 |
EX-10.32 Exhibit 10.32 RESTRICTED STOCK AGREEMENT PURSUANT TO THE TAMINCO CORPORATION 2013 LONG-TERM INCENTIVE PLAN * * * * * Participant: Grant Date: Number of Shares of Restricted Stock Granted: * * * * * THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Taminco Corporation a corporation organized in the State of |
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| April 3, 2013 |
EX-10.36 Exhibit 10.36 SECOND LIEN COLLATERAL AGREEMENT dated as of February 15, 2012, among TAMINCO INTERMEDIATE CORPORATION, TAMINCO GLOBAL CHEMICAL CORPORATION, THE OTHER GRANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent This Agreement (as defined herein) is subject at all times to the terms of the Intercreditor Agreement (as defined herein). In the event of |
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| April 3, 2013 |
EX-10.34 Exhibit 10.34 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of , 2013 by and between Taminco Corporation, a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and , an individual (“Indemnitee”). RECITALS: WHEREAS, directors, officers, employees, controlling persons, fiduciaries and other |
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| April 3, 2013 |
Exhibit 10.37 AMENDMENT DATED MARCH 28TH 2013 TO THE AMENDED AND RESTATED NON—RECOURSE ACCOUNTS RECEIVABLE PURCHASE AGREEMENT DATED OCTOBER 31ST 2012 Concluded between, BNP PARIBAS FORTIS FACTOR N.V. located at 2300 Turnhout, Steenweg op Tielen 51 RPM/RPR n° 0414.392.710 Hereinafter referred to as the “Factor”; and TAMINCO B.V.B.A. With registered office at 9000 Gent, Pantserschipstraat 207 RPM/RP |
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| April 3, 2013 |
EX-10.31 Exhibit 10.31 RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE TAMINCO CORPORATION 2013 LONG-TERM INCENTIVE PLAN * * * * * Participant: Grant Date: Number of Restricted Stock Units Granted: * * * * * THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Taminco Corporation, a corporation organized in the St |
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| March 20, 2013 |
EX-10.27 Exhibit 10.27 ADDENDUM number 1 to the employment contract dated 04/01/1986 Between: TAMINCO NV – Pantserschipstraat 207 - 9000 Ghent represented by M. Philips, Corporate Human Resources Manager, hereinafter called Taminco, on the one hand and VAN DEN BOSSCHE GUY (°07/13/1961) residing at RUE DE COQUIANE 188 7850 PETIT-ENGHIEN, hereinafter called the employee, on the other hand the follow |
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| March 20, 2013 |
601 Lexington Avenue New York, New York 10022 Joshua Korff, P.C. To Call Writer Directly: (212) 446-4800 Facsimile: (212) 446-4943 (212) 446-4900 [email protected] www.kirkland.com March 20, 2013 Via EDGAR and Hand Delivery Jay Ingram Legal Branch Chief Division of Corporate Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Taminco Acquisition Corporati |
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| March 20, 2013 |
EX-10.24 Exhibit 10.24 Between: the Société Anonyme [Public Limited Company] UCB – Avenue Louise 326 (Box 7) - 1050 BRUSSELS, represented for the purposes of the present legal instrument by the undersigned, hereafter referred to as “UCB,” and Mr. Guy VAN DEN BOSSCHE Domiciled at 1392 SILLY (HOVES) – rue du Trou 1, hereafter referred to as “the second appointee,” it is hereby agreed as follows: Art |
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| March 20, 2013 |
EX-24.2 Exhibit 24.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby appoints each of Laurent Lenoir, Kurt Decat and Edward Yocum to be the undersigned’s true and lawful agent, proxy and attorney-in-fact, with full power of substitution and re-substitution (the “attorneys-in-fact”), to execute any and all registration statements, applications, notices and other do |
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| March 20, 2013 |
EX-10.25 Exhibit 10.25 Between: the Société Anonyme [Public Limited Company] UCB – Avenue Louise 326 (Box 7) - 1050 BRUSSELS, represented for the purposes of the present legal instrument by the undersigned, hereafter referred to as “the Company,” and Mr. Guy VAN DEN BOSSCHE domiciled at 7850 MARCQ – Pavé d’Ath 10 hereafter referred to as “the second appointee,” it is hereby agreed as follows: Arti |
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| March 20, 2013 |
Amendment No. 3 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on March 20, 2013 Registration No. 333-185244 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TAMINCO ACQUISITION CORPORATION* *A name change will be effected changing the name of the registran |
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| March 20, 2013 |
EX-10.28 Exhibit 10.28 AMENDMENT No. 2, dated as of January 23, 2013 (this “Amendment”), to the Credit Agreement, dated as of February 15, 2012 (as amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”), among Taminco Global Chemical Corporation (the “Borrower”), Taminco Intermediate Corporation (“Holdings”), the lending institution |
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| March 20, 2013 |
EX-21.1 Exhibit 21.1 Taminco Acquisition Corporation List of Subsidiaries Name Jurisdiction of Organization Taminco Intermediate Corporation Delaware Taminco Global Chemical Corporation Delaware Taminco Inc. Delaware Taminco Group Holdings S.à r. l. Luxembourg Taminco Group BVBA Belgium Taminco BVBA Belgium Taminco North BVBA Belgium Taminco East NV Belgium Taminco Germany GmbH Germany Yixing Tami |
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| March 20, 2013 |
EX-10.26 Exhibit 10.26 Between: the Société Anonyme [Public Limited Company] UCB – Avenue Louise 326 (Box 7) - 1050 BRUSSELS, represented for the purposes of the present legal instrument by the undersigned, hereafter referred to as “UCB,” and Mr. Guy VAN DEN BOSSCHE Domiciled at 7850 MARCQ – Pavé d’Ath 10 hereafter referred to as “the second appointee,” it is hereby agreed as follows: Article 1 UC |
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| February 8, 2013 |
Amendment No. 2 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on February 8, 2013 Registration No. 333-185244 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TAMINCO ACQUISITION CORPORATION* *A name change will be effected changing the name of the registr |
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| February 8, 2013 |
ADDENDUM number 1 to the employment contract dated 09/01/2000 EX-10.23 Exhibit 10.23 ADDENDUM number 1 to the employment contract dated 09/01/2000 Between: TAMINCO NV – Pantserschipstraat 207 - 9000 Ghent represented by M. Philips, Corporate Human Resources Manager, hereinafter called Taminco, on the one hand and KETSMAN SABINE (°10/15/1977) residing at GROENLAAN 93/B3 9550 HERZELE, hereinafter called the employee, on the other hand the following has been ag |
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| February 8, 2013 |
EX-10.22 Exhibit 10.22 PERMANENT EMPLOYMENT CONTRACT Between: The UCB N.V. enterprise Established: 1) registered office: Researchdreef, 60 1070 Brussels 2) operational office: Pantserschipstr. 207 9000 Ghent RSZ: 187-0296537-72 PC: 00207 and KETSMAN Sabine (°10/15/1977) residing at Tweekerkenstraat 17 – 9620 Zottegem hereinafter called “second mentioned” the following has been agreed upon: ARTICLE |
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| February 8, 2013 |
SEC Response Letter 601 Lexington Avenue New York, New York 10022 Joshua Korff To Call Writer Directly: (212) 446-4943 joshua. |
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| January 18, 2013 |
Indenture Exhibit 4.3 TAMINCO ACQUISITION CORPORATION as Issuer and the Guarantors party hereto from time to time 9.125% / 9.875% Senior PIK Toggle Notes due 2017 INDENTURE Dated as of December 18, 2012 Wilmington Trust, National Association as Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 37 SECTION |
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| January 18, 2013 |
TAMINCO ACQUISITION CORPORATION 2012 Equity Incentive Plan ARTICLE I PURPOSE OF THE PLAN Exhibit 10.15 TAMINCO ACQUISITION CORPORATION 2012 Equity Incentive Plan ARTICLE I PURPOSE OF THE PLAN The purpose of the TAMINCO ACQUISITION CORPORATION 2012 EQUITY INCENTIVE PLAN (the “Plan”) is (a) to further the growth and success of TAMINCO ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and its Subsidiaries (as hereinafter defined) by enabling directors and employees of, or |
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| January 18, 2013 |
Form of Tranche B-1 Non-qualified Stock Option Agreement Exhibit 10.10 TRANCHE B-1 (PERFORMANCE-VESTING) NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of [ ] (the “Grant Date”), by and among TAMINCO ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and [ ] (the “Optionee”). WHEREAS, the Company, acting through a Committee (as defined in the Company’s 2012 Equity Incentive Plan (the |
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| January 18, 2013 |
METHANOL PURCHASE AND SALE AGREEMENT Methanol Purchase and Sale Agreement Exhibit 10.16 CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION METHANOL PURCHASE AND SALE AGREEMENT THIS AGREEMENT (herein |
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| January 18, 2013 |
Form of Tranche A Non-qualified Stock Option Agreement Exhibit 10.9 TRANCHE A (TIME-VESTING) NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of [ ] (the “Grant Date”), by and among TAMINCO ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and [ ] (the “Optionee”). WHEREAS, the Company, acting through a Committee (as defined in the Company’s 2012 Equity Incentive Plan (the “Plan”)) wi |
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| January 18, 2013 |
601 Lexington Avenue New York, New York 10022 Joshua N. Korff To Call Writer Directly: (212) 446-4800 Facsimile: (212) 446-4943 [email protected] www.kirkland.com (212) 446-4900 January 18, 2013 Via EDGAR and Hand Delivery Jay Ingram Legal Branch Chief Division of Corporate Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Taminco Acquisition Corporation Regi |
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| January 18, 2013 |
Management Agreement - Kurt Decat Exhibit 10.19 MANAGEMENT AGREEMENT Taminco NV / Kurt DECAT Ghent CONTENTS Page 1. SUBJECT MATTER 3 2. SERVICES 3 3. TERMS AND CONDITIONS OF PERFORMANCE 4 4. CONSIDERATION — REIMBURSEMENT OF EXPENSES 5 5. NON-COMPETE AND CONFIDENTIALITY 6 6. TERM AND TERMINATION 8 7. ASSIGNMENT 9 8. HEALTH AND SAFETY 9 9. MISCELLANEOUS 9 10. ARBITRATION 10 BETWEEN: 1) TAMINCO NV wi |
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| January 18, 2013 |
Management Agreement - Laurent Lenoir Exhibit 10.18 MANAGEMENT AGREEMENT Taminco Group NV / Laurent LENOIR Ghent CONTENTS 1. SUBJECT MATTER 3 2. SERVICES 3 3. TERMS AND CONDITIONS OF PERFORMANCE 4 4. CONSIDERATION — REIMBURSEMENT OF EXPENSES 5 5. NON-COMPETE AND CONFIDENTIALITY 6 6. TERM AND TERMINATION 7 7. ASSIGNMENT 9 8. HEALTH AND SAFETY 9 9. MISCELLANEOUS 9 10. ARBITRATION 10 BETWEEN: 1) TAMI |
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| January 18, 2013 |
METHANOL PURCHASE AND SALE AGREEMENT AMENDMENT Amendment 1 Amendment No. 1 to the Methanol Purchase and Sale Agreement Exhibit 10.17 METHANOL PURCHASE AND SALE AGREEMENT AMENDMENT Amendment 1 This AMENDMENT (this “Amendment”) is made and entered into as of October 9, 2002, by and between METHANEX METHANOL COMPANY, (“MMC”), and Air Products and Chemicals, Inc., (“Air Products”). R E C I T A L S: A. MMC and Air Products have heretofore executed the Methanol |
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| January 18, 2013 |
HOLDERS See Annex II ADOPTION AGREEMENT Exhibit 10.7 INVESTOR RIGHTS AGREEMENT dated as of the Original Issue Date (this “Agreement”) among TAMINCO ACQUISITION CORPORATION, a Delaware corporation (the “Company”), the SPONSOR (as defined below) and the HOLDERS that are parties hereto. WHEREAS, Sponsor and each Holder deem it to be in the best interest of the Company, Sponsor and the Holders that provision be made for the continuity and s |
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| January 18, 2013 |
Form of Tranche B-2 Non-qualified Stock Option Agreement Exhibit 10.11 TRANCHE B-2 (PERFORMANCE-VESTING) NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of [ ] (the “Grant Date”), by and among TAMINCO ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and [ ] (the “Optionee”). WHEREAS, the Company, acting through a Committee (as defined in the Company’s 2012 Equity Incentive Plan (the |
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| January 18, 2013 |
Amendment No. 1 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on January 18, 2013 Registration No. 333-185244 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TAMINCO ACQUISITION CORPORATION* *A name change will be effected changing the name of the registr |
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| January 18, 2013 |
Form of Director Non-qualified Stock Option Agreement Exhibit 10.13 NON QUALIFIED STOCK OPTION AGREEMENT, dated as of [ ] (the “Grant Date”), by and among TAMINCO ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and [ ] (the “Optionee”). WHEREAS, the Company, acting through its Board of Directors (the “Board”), has granted to the Optionee, effective as of the date of this Agreement |
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| January 18, 2013 |
Form of Tranche B-3 Non-qualified Stock Option Agreement Exhibit 10.12 TRANCHE B-3 (PERFORMANCE-VESTING) NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of [ ] (the “Grant Date”), by and among TAMINCO ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and [ ] (the “Optionee”). WHEREAS, the Company, acting through a Committee (as defined in the Company’s 2012 Equity Incentive Plan (the |
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| January 18, 2013 |
Management Agreement - Guy Wouters Exhibit 10.20 MANAGEMENT AGREEMENT Taminco NV / Guy WOUTERS Ghent CONTENTS Page 1. SUBJECT MATTER 3 2. SERVICES 3 3. TERMS AND CONDITIONS OF PERFORMANCE 4 4. CONSIDERATION — REIMBURSEMENT OF EXPENSES 5 5. NON-COMPETE AND CONFIDENTIALITY 6 6. TERM AND TERMINATION 7 7. ASSIGNMENT 9 8. HEALTH AND SAFETY 9 9. MISCELLANEOUS 9 10. ARBITRATION 10 BETWEEN: 1) TAMINCO NV |
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| January 18, 2013 |
Management Fee Agreement Exhibit 10.6 MANAGEMENT FEE AGREEMENT MANAGEMENT FEE AGREEMENT, dated as of February 15, 2012 (this “Agreement”), by and among TAMINCO GLOBAL CHEMICAL CORPORATION, a Delaware corporation (the “Company”), TAMINCO ACQUISITION CORPORATION, a Delaware corporation (“Holdings”) and APOLLO MANAGEMENT VII, L.P., a Delaware limited partnership (“Apollo”). RECITALS WHEREAS, Apollo h |
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| January 18, 2013 |
Amended and Restated Non-recourse Accounts Receivable Purchase Agreement Exhibit 10. |
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| January 18, 2013 |
Form of Apollo Director Non-qualified Stock Option Agreement Exhibit 10.14 NON QUALIFIED STOCK OPTION AGREEMENT, dated as of [ ] (the “Grant Date”), by and among TAMINCO ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and [ ] (the “Optionee”). WHEREAS, the Company desires that the Optionee make available for service as directors of the Company certain individuals who provide servi |
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| January 18, 2013 |
Management Agreement - Piet Vanneste Exhibit 10.21 MANAGEMENT AGREEMENT Taminco NV / Piet VANNESTE Ghent TABLE OF CONTENTS Page 1 SUBJECT MATTER 1 2 SERVICES 1 3 TERMS AND CONDITIONS OF PERFORMANCE 2 4 CONSIDERATION - REIMBURSEMENT OF EXPENSES 3 5 NON-COMPETE AND CONFIDENTIALITY 4 6 TERM AND TERMINATION 5 7 ASSIGNMENT 7 8 HEALTH AND SAFETY 7 9 MISCELLANEOUS 7 10 ARBITRATION 8 i BETWEEN: 1) TAMINCO |
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| December 3, 2012 |
Credit Agreement Exhibit 10.1 Published CUSIP Number: 87509MAC8 Dollar Term Published CUSIP Number: 87509MAD6 Euro Term Published CUSIP Number: 87509MAB0 Revolver CREDIT AGREEMENT dated as of February 15, 2012 among TAMINCO INTERMEDIATE CORPORATION, as Holdings, TAMINCO GLOBAL CHEMICAL CORPORATION, as the Borrower, The Lenders Party Hereto and CITIBANK, N.A., as the Administrative Agent CITIGROUP |
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| December 3, 2012 |
Registration Statement - FORM S-1 Form S-1 Table of Contents As filed with the Securities and Exchange Commission on December 3, 2012 Registration No. |
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| December 3, 2012 |
Indenture Exhibit 4.1 TAMINCO GLOBAL CHEMICAL CORPORATION as Issuer and the Guarantors party hereto from time to time 9.75% Second-Priority Senior Secured Notes due 2020 INDENTURE Dated as of February 3, 2012 Wilmington Trust, National Association as Trustee And Wilmington Trust, National Association as Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SE |
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| December 3, 2012 |
First Lien Collateral Agreement Exhibit 10.3 FIRST LIEN COLLATERAL AGREEMENT dated as of February 15, 2012, among TAMINCO INTERMEDIATE CORPORATION, TAMINCO GLOBAL CHEMICAL CORPORATION, THE OTHER GRANTORS PARTY HERETO and CITIBANK, N.A., as Administrative Agent TABLE OF CONTENTS ARTICLE I DEFINITIONS SECTION 1.01. Defined Terms 1 SECTION 1.02. Other Defined Terms 1 ARTICLE II PLEDGE OF SECURITIES S |
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| December 3, 2012 |
Securities and Exchange Commission Letter from Ernst & Young Bedrijfsrevisoren BCVBA Exhibit 16.1 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ghent, Belgium 3 December 2012 Ladies and Gentlemen: We have read the first two paragraphs under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Change in Accountants” on page 66 of the Registration Statement on |
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| December 3, 2012 |
Supplemental Indenture Exhibit 4.2 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 15, 2012 among Taminco Inc., Taminco Group Holdings S.à r.1., Taminco Group NV, Taminco NV, Taminco North BVBA and Taminco Germany GmbH (collectively, the “New Guarantors” and each, a “New Guarantor”), each a subsidiary of Taminco Global Chemical Corporation, Taminc |
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| December 3, 2012 |
Notes Intercreditor Agreement Exhibit 10.5 NOTES INTERCREDITOR AGREEMENT THIS NOTES INTERCREDITOR AGREEMENT is dated as of February 15, 2012, among CITIBANK, N.A., as Credit Agreement Agent, each Other First Priority Lien Obligations Agent from time to time party hereto, each in its capacity as First Lien Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Second Priority Collateral Agen |
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| December 3, 2012 |
Master Guarantee Agreement Exhibit 10.4 MASTER GUARANTEE AGREEMENT dated as of February 15, 2012, among TAMINCO INTERMEDIATE CORPORATION, THE SUBSIDIARY GUARANTORS IDENTIFIED HEREIN, CITIBANK INTERNATIONAL PLC, as Belgian sub-agent for the Secured Parties and CITIBANK, N.A., as Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Credit Agreement 1 SECTION 1.02. Other De |
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| December 3, 2012 |
Exhibit 10.2 AMENDMENT No. 1, dated as of May 14, 2012 (this “Amendment”), to the Credit Agreement, dated as of February 15, 2012 (as amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”), among Taminco Global Chemical Corporation (the “Borrower”), Taminco Intermediate Corporation (“Holdings”), the lending institutions from time to |
