Solstice Advanced Materials Inc. (SOLS) has entered into a definitive merger agreement to acquire Element Solutions Inc. The transaction, announced on July 6, 2026, will see Element Solutions shareholders receive a combination of Solstice common stock and cash for each of their shares. To finance the cash portion of the deal and refinance existing debt, Solstice has secured a debt commitment for a bridge facility of up to $4.685 billion.
Key Details
- Merger Consideration: Each share of Element Solutions common stock will be converted into the right to receive 0.500 shares of Solstice common stock and $10.00 in cash.
- Financing: Solstice has obtained a commitment letter for a $4.685 billion bridge loan facility to fund the cash consideration and related expenses. The receipt of financing is not a condition to closing the transaction.
- Governance: Upon closing, the Solstice board of directors will be expanded to 11 members, comprising eight existing Solstice directors and three designees from the Element Solutions board.
- Termination Fees: The agreement includes termination fees of $376 million payable by Element Solutions and $385 million payable by Solstice under certain circumstances. Solstice's fee could increase to $513 million under specific conditions related to tax matters.
- Approvals & Timeline: The merger is subject to approval by both Solstice and Element Solutions stockholders, regulatory approvals, and other customary closing conditions. The agreement has an outside date of July 6, 2027, extendable to January 5, 2028, for regulatory approvals.