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Get filing alertsSolstice to acquire Element Solutions for $14.5B in cash-and-stock deal
Filed July 6, 2026 · Period ending July 6, 2026 · ~2 min read
Key Changes
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Solstice enters definitive agreement to acquire Element Solutions for ~$14.5B including assumed debt. Element shareholders receive $10.00 cash plus 0.500 Solstice shares per Element share ($50.10 total, 15% premium). Element holders will own ~44% of combined company.
Item 7.01 — Regulation FD Disclosure verify on EDGAR → -
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Combined company expects $6.8B FY'25 net sales, 26% adjusted EBITDA margin (including synergies), and >$180M net synergies by Year 3 from procurement, manufacturing optimization, and SG&A savings. Transaction expected accretive to adjusted EPS in year one.
Exhibit 99.1 view on EDGAR → -
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Solstice secured $4.7B bridge financing from Goldman Sachs to fund cash consideration. Combined company expects 3.5x net leverage at close, de-levering to below 3x adjusted EBITDA within 18 months. Target leverage range 2.0-3.0x.
Exhibit 99.2 view on EDGAR → -
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Transaction requires shareholder approval from both companies and regulatory clearances. Expected to close first half of 2027. David Sewell to remain CEO; combined board will have 11 directors including Element CEO Ben Gliklich and two Element designees.
Exhibit 99.1 view on EDGAR → -
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Solstice will issue new shares to Element shareholders, causing dilution to existing Solstice holders. Form S-4 registration statement and joint proxy statement to be filed with SEC for stockholder votes.
Item 7.01 — Regulation FD Disclosure verify on EDGAR →
Summary
Solstice Advanced Materials announced a definitive agreement to acquire Element Solutions in a $14.5 billion cash-and-stock transaction, creating a combined advanced materials platform with approximately $6.8 billion in pro forma FY'25 net sales.
Element shareholders will receive $10.00 in cash and 0.500 Solstice shares per Element share, representing a 15% premium to Element's July 2, 2026 closing price and resulting in Element holders owning approximately 44% of the combined company. The deal is expected to generate over $180 million in net synergies by Year 3 and be accretive to adjusted EPS in year one.
Solstice has secured a fully committed $4.7 billion bridge financing from Goldman Sachs to fund the cash consideration, which it plans to replace with permanent debt. The combined company expects net leverage of approximately 3.5x at close and plans to de-lever to below 3x adjusted EBITDA within 18 months, targeting a long-term leverage range of 2.0-3.0x. The transaction requires approval from both companies' shareholders and regulatory clearances, with closing expected in the first half of 2027. Existing Solstice shareholders will experience dilution from the new share issuance, and the company will file a Form S-4 registration statement and joint proxy statement for the required stockholder votes. The combined company will operate as Solstice under CEO David Sewell, with an 11-member board including Element CEO Ben Gliklich and two other Element designees.
Section-by-Section Diff
Event · Exhibit 99.2
Solstice Advanced Materials announces $14.5B acquisition of Element Solutions in cash-and-stock deal, targeting $180M+ synergies by Year 3.
Added in current filing · view on EDGAR → · paraphrased
Funding the $ 14.5 B cash - and - stock acquisition through a mix of Solstice equity issued to Element Solutions shareholders, new debt, and cash on hand. Fully committed bridge financing from Goldman Sachs • Expect net leverage 1 of approximately 3.5x at close with the anticipation to de - lever to below 3x Adjusted EBITDA 1 within 18 months of close
Solstice will fund the acquisition through equity issuance to Element shareholders, new debt, and cash on hand, with fully committed bridge financing from Goldman Sachs. The company expects net leverage of approximately 3.5x at close and plans to de-lever to below 3x Adjusted EBITDA within 18 months.
Added in current filing · view on EDGAR →
$180M+ in Expected Annualized Net Synergies 1 By Year 3
The combined company expects to achieve over $180 million in annualized net synergies by Year 3, comprising $100 million in operational savings, $35 million in footprint optimization, $25 million in supply chain improvements, and $20 million in other cost opportunities. The company also highlights significant potential revenue synergy upside from enhanced customer collaboration and cross-selling opportunities.
Event · Exhibit 99.1
Solstice to acquire Element Solutions for ~$14.5B in cash and stock, creating an advanced materials platform focused on electronics and AI infrastructure.
Added in current filing · view on EDGAR →
On a combined basis, Solstice and Element would have full year 2025 net sales of approximately $6.8 billion and a 26% adjusted EBITDA margin including run-rate synergies. ... Solstice expects to realize more than $180 million of net synergies by the third year following close, driven by procurement efficiencies, manufacturing optimization, supply chain optimization, operational efficiencies and SG&A savings.
The combined company would have had approximately $6.8 billion in net sales for full year 2025 with a 26% adjusted EBITDA margin including run-rate synergies. Solstice expects to realize more than $180 million of net synergies by the third year after closing, driven by procurement efficiencies, manufacturing optimization, supply chain optimization, operational efficiencies, and SG&A savings. The transaction is expected to be accretive to adjusted EPS in year one and the combined company expects mid-to-high single-digit revenue CAGR, high single-digit to low double-digit adjusted EBITDA CAGR, and approximately 75% cash conversion over the medium term.
Added in current filing · view on EDGAR →
The transaction has been unanimously approved by the respective Boards of Directors of both companies and is expected to close in the first half of 2027, subject to customary closing conditions, including receipt of required regulatory approvals and approval by Solstice and Element shareholders, as applicable.
The transaction has been unanimously approved by both boards of directors and is expected to close in the first half of 2027, subject to customary closing conditions including regulatory approvals and shareholder approval from both Solstice and Element shareholders.
Added in current filing · view on EDGAR →
Upon closing, the combined company will operate as Solstice. David Sewell will serve as President and Chief Executive Officer of the combined company. ... Upon closing, Solstice’s Board of Directors will be comprised of 11 directors, including Element Solutions CEO Ben Gliklich and two other designees from the Element board, subject to standard governance procedures.
Upon closing, the combined company will operate as Solstice with David Sewell serving as President and CEO. The board will be comprised of 11 directors, including Element Solutions CEO Ben Gliklich and two other Element board designees. Solstice expects to maintain a strong operating presence across both companies' existing major sites and build a leadership team with strong representation from both organizations.
Event · Item 7.01 — Regulation FD Disclosure
Solstice Advanced Materials announces proposed acquisition of Element Solutions Inc. via merger agreement signed July 6, 2026.
Added in current filing · verify on EDGAR →
On July 6, 2026, Solstice Advanced Materials Inc., a Delaware corporation (“Solstice”), and Element Solutions Inc, a Delaware corporation (“Element Solutions”), issued a joint press release to announce the proposed acquisition of Element Solutions by Solstice pursuant to an Agreement and Plan of Merger entered into on July 6, 2026.
Solstice has entered into a definitive merger agreement to acquire Element Solutions Inc. The transaction was announced via joint press release and investor presentation on July 6, 2026. The filing indicates this is a stock-and-cash deal requiring stockholder approval from both companies, regulatory clearances, and SEC registration of Solstice shares to be issued.
Added in current filing · verify on EDGAR →
In connection with the proposed transaction, Solstice intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to the shares of Solstice’s common stock to be issued in the proposed transaction and a joint proxy statement for Solstice’s and Element Solutions’ respective stockholders (the “Joint Proxy Statement/Prospectus”).
The acquisition will involve Solstice issuing new shares of common stock to Element Solutions shareholders. Both companies' stockholders must vote to approve the transaction. A Form S-4 registration statement and joint proxy statement will be filed with the SEC for this purpose.
Added in current filing · verify on EDGAR →
the completion of the proposed transaction on the anticipated terms and timing, including obtaining stockholder, regulatory and other approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, future prospects, business and management strategies, expansion and growth of Solstice’s and Element Solutions’ businesses and other conditions to the completion of the proposed transaction; failure to realize the anticipated benefits of the proposed transaction, or that such benefits may take longer to realize or be more costly to achieve than expected
The filing discloses standard merger-related risks including the need for stockholder and regulatory approvals, potential failure to realize anticipated synergies, integration challenges, possible credit rating downgrades, and dilution from share issuance. The transaction could face delays or fail to close if conditions are not met.
Added in current filing · verify on EDGAR →
the dilution caused by Solstice’s issuance of additional shares of its common stock in connection with the consummation of the proposed transaction
Solstice explicitly warns that existing shareholders will experience dilution from the new shares issued to Element Solutions stockholders as merger consideration. The magnitude of dilution will depend on the exchange ratio and total shares issued, details not disclosed in this initial announcement.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 7, 2026 · How we verify