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Get filing alertsSolstice announces acquisition of Element Solutions with up to $4.7B bridge financing
Filed July 7, 2026 · Period ending July 6, 2026 · ~2 min read
Key Changes
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Solstice enters definitive merger agreement to acquire Element Solutions for 0.500 shares of Solstice stock plus $10 cash per Element Solutions share, structured as a tax-free reorganization.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Goldman Sachs commits up to $4.685B bridge term loan and $1B backstop revolver to fund the acquisition, refinance Element Solutions debt, and cover expenses. Solstice plans to replace with permanent term loan B and unsecured notes before closing.
Item 8.01 — Other Events verify on EDGAR → -
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Solstice secures voting agreement with Sir Martin E. Franklin, a major Element Solutions shareholder, who commits to vote all his shares in favor of the merger, reducing execution risk.
Item 8.01 — Other Events verify on EDGAR → -
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Reciprocal termination fees of $376M (Element Solutions) and $385M (Solstice) apply if either party abandons the deal for a superior proposal. Honeywell consent required; failure triggers $385M-$513M fee depending on tax opinion delivery.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Post-merger board will have eleven directors: eight from Solstice and three from Element Solutions, giving Solstice majority control with minority representation for Element Solutions shareholders.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Solstice Advanced Materials has announced a definitive agreement to acquire Element Solutions in a transaction that combines 0.500 shares of Solstice stock and $10 cash for each Element Solutions share. The deal, unanimously approved by both boards, is structured as a tax-free reorganization and represents a significant expansion for Solstice.
To fund the acquisition, Solstice has secured committed financing from Goldman Sachs: a up to $4.685 billion 364-day bridge term loan and a $1 billion backstop revolving facility. Importantly, Solstice is not conditioning the merger on obtaining financing, meaning it is committed to closing regardless of whether it secures more favorable permanent debt terms before the transaction completes.
The deal includes meaningful execution protections. Solstice has locked in a voting agreement with Sir Martin E. Franklin, a major Element Solutions shareholder, who will vote all his shares in favor of the merger. Reciprocal termination fees ($376 million for Element Solutions, $385 million for Solstice) discourage either party from pursuing competing offers. A notable complexity involves Honeywell International consent under a Tax Matters Agreement; if Honeywell withdraws consent and the deal fails, Solstice faces termination fees ranging from $385 million to $513 million depending on whether it delivered a qualifying tax opinion. For Solstice shareholders, the key considerations are the financing commitment's certainty, the strategic rationale for the combination, and the execution risks tied to regulatory approvals and the Honeywell consent requirement.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Bridge Commitment Letter also contemplates that Solstice will seek to obtain permanent financing in the form of a senior secured term loan B facility and unsecured notes in public or private offering(s) prior to the closing of the Transactions (collectively, the “Permanent Financing”). Commitments under the Bridge Facility will be reduced by the amount of any Permanent Financing as well as certain other events. The receipt of financing by Solstice is not a condition to Solstice’s obligation to consummate the Transactions.
Solstice plans to replace the bridge financing with permanent debt consisting of a term loan B and unsecured notes before the merger closes. Importantly, obtaining this financing is not a condition to completing the merger, meaning Solstice is committed to the transaction regardless of whether it secures more favorable permanent financing terms.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On July 6, 2026, Solstice Advanced Materials Inc. (“Solstice”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Solar Merger Sub One Inc., a Delaware corporation and a wholly-owned subsidiary of Solstice (“Merger Sub One”), Solar Merger Sub Two LLC, a Delaware limited liability company and a wholly-owned subsidiary of Solstice (“Merger Sub Two” and, together with Merger Sub One, the “Merger Subs”), and Element Solutions Inc, a Delaware corporation (“Element Solutions”), pursuant to which, among other things and subject to the terms and conditions of the Merger Agreement, (i) Merger Sub One will merge with and into Element Solutions (the “First Merger”), with Element Solutions surviving the merger as a wholly-owned subsidiary of Solstice (the “Surviving Corporation”), and (ii) immediately following the First Merger, and as part of the same overall transaction, the Surviving Corporation will merge with and into Merger Sub Two (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub Two surviving the Second Merger as a wholly-owned subsidiary of Solstice (the “Surviving Company”).
Solstice has entered into a definitive merger agreement to acquire Element Solutions through a two-step merger structure. The transaction will make Element Solutions a wholly-owned subsidiary of Solstice. Both companies' boards have unanimously approved the deal, which is structured as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 8, 2026 · How we verify