Solstice Advanced Materials in $15 Billion Acquisition of Element Solutions

Cleary Gottlieb is representing Solstice Advanced Materials Inc. (Solstice) in a $4.7 billion bridge commitment related to its agreement to acquire Element Solutions Inc. (Element Solutions) in a cash-and-stock transaction valued at approximately $15 billion, including the assumption of net debt.

Solstice has secured fully committed financing for the transaction pursuant to a bridge commitment from Goldman Sachs Bank USA, which provides for:

• A first lien senior secured 364-day bridge term loan credit facility in an aggregate principal amount of up to $4.685 billion.
• A $1 billion backstop senior secured revolving credit facility, only to be established if a proposed amendment to Solstice’s existing revolving credit agreement required to permit the bridge facility does not become effective on or prior to the closing of the transaction.

Solstice’s acquisition of Element Solutions is expected to close in the first half of 2027, subject to the approval of Solstice’s and Element Solutions’ stockholders, the receipt of required regulatory approvals, and the satisfaction of other customary closing conditions.

Cleary previously represented Honeywell International Inc. (Honeywell) in financing transactions entered in connection with Solstice’s spin-off from Honeywell, including:

• Solstice’s $1 billion bond offering.
• Its $1 billion seven-year senior secured first-lien term loan B facility.
• Its $1 billion five-year senior secured first-lien revolving credit facility.
• An uncommitted letter of credit facilities in an aggregate amount of up to $750 million.

Solstice is a leading global specialty materials company that advances science for smarter outcomes. Solstice offers high-performance solutions that enable critical industries and applications, including refrigerants, semiconductor manufacturing, data center cooling, nuclear power, protective fibers, healthcare packaging, and more. Solstice is recognized for developing next-generation materials through some of the industry’s most renowned brands such as Solstice, Genetron, Aclar, Spectra, Fluka, and Hydranal. Partnering with over 3,000 customers across more than 120 countries and territories and supported by a robust portfolio of over 5,700 patents and pending applications, Solstice’s approximately 4,000 employees worldwide drive innovation in materials science.

Element Solutions is a leading global specialty chemicals technology company whose businesses supply a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes, these innovative solutions enable customers’ manufacturing processes in multiple high-value industries, including semiconductor fabrication, high-performance computing, automotive systems, consumer electronics, power electronics, communications and data storage infrastructure, aerospace and defense, industrial surface finishing, and offshore energy.

The Cleary finance team included partner Amy Shapiro and associates Nicholas Pokas, Zhiyuan (Andy) Xie, and Tianyi Zhao. The capital markets team included partners Craig Brod and Helena Grannis and associates Stav Harel and Aditi Thakur. Partner Matthew Brigham and associate Adam Girts advised on tax matters.