LIVENT CORPORATION 8-K


Exhibit
4.2


 


EXHIBIT
A


 


[FORM
OF FACE OF NOTE]


 


[INCLUDE
FOLLOWING LEGEND IF A GLOBAL NOTE]


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]


 


[INCLUDE
FOLLOWING LEGEND IF A RESTRICTED SECURITY]


 


[THIS
SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:


 


(1)
REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND


 


(2)
AGREES FOR THE BENEFIT OF LIVENT CORPORATION (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER
THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE
DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO
AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 


(A)
TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR


 


(B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR


 






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(C)
TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR


 


(D)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


PRIOR
TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE
THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT
THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION
IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]


 


NO
AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF LIVENT CORPORATION OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED
IN RULE 144 UNDER THE SECURITIES ACT) OF LIVENT CORPORATION DURING THE IMMEDIATELY PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE
ACQUIRE OR HOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.


 




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LIVENT
CORPORATION



4.125% Convertible Senior Note due 2025


 





	No. [_____] 	[Initially]1    $[_________]









 


CUSIP
No. 53814L AA6


 


Livent
Corporation, a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company,”
which term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value
received hereby promises to pay to [CEDE & CO.]2 [_______]3, or registered assigns, the principal sum
[as set forth in the “Schedule of Exchanges of Notes” attached hereto]4 [of $[_______]]5,
which amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture,
exceed $225,000,000 in aggregate at any time (or $258,750,000 if the Initial Purchasers exercise their option to purchase additional
Notes in full as set forth in the Purchase Agreement), in accordance with the rules and procedures of the Depositary, on July
15, 2025, and interest thereon as set forth below.


 


This
Note shall bear interest at the rate of 4.125% per year from June 25, 2020, or from the most recent date to which interest had
been paid or provided for to, but excluding, the next scheduled Interest Payment Date until July 15, 2025. Interest is payable
semi-annually in arrears on each January 15 and July 15, commencing on January 15, 2021, to Holders of record at the close of
business on the preceding January 1 and July 1 (whether or not such day is a Business Day), respectively. Additional Interest
will be payable as set forth in  Section 4.06(d),  Section 4.06(e) and  Section 6.03 of the within-mentioned Indenture,
and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in such
context, Additional Interest is, was or would be payable pursuant to any of such  Section 4.06(d),  Section 4.06(e) or
 Section 6.03, and any express mention of the payment of Additional Interest in any provision therein shall not be construed
as excluding Additional Interest in those provisions thereof where such express mention is not made.


 


Any
Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes plus one percent, subject to the enforceability
thereof under applicable law, from, and including, the relevant payment date to, but excluding, the date on which such Defaulted
Amounts shall have been paid by the Company, at its election, in accordance with  Section 2.03(c) of the Indenture.


 







 



1
Include if a global note. 


2
Include if a global note. 


3
Include if a physical note. 


4
Include if a global note. 


5
Include if a physical note. 






 






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The
Company shall pay the principal of and interest on this Note, if and so long as such Note is a Global Note, in immediately available
funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject
to the provisions of the Indenture, the Company shall pay the principal of any Notes (other than Notes that are Global Notes)
at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying
Agent and Note Registrar in respect of the Notes and its agency in the Borough of Manhattan, The City of New York, as a place
where Notes may be presented for payment or for registration of transfer and exchange.


 


Reference
is made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving
the Holder of this Note the right to convert this Note into cash, shares of Common Stock or a combination of cash and shares of
Common Stock, as applicable, on the terms and subject to the limitations set forth in the Indenture. Such further provisions shall
for all purposes have the same effect as though fully set forth at this place.


 


This
Note, and any claim, controversy or dispute arising under or related to this Note, shall be construed in accordance with and governed
by the laws of the State of New York (without regard to the conflicts of laws provisions thereof).


 


In
the case of any conflict between this Note and the Indenture, the provisions of the Indenture shall control and govern.


 


This
Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed
manually or by facsimile by the Trustee or a duly authorized authenticating agent under the Indenture.


 


[Remainder
of page intentionally left blank]


 




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IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed.


 


	 	LIVENT CORPORATION
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


Dated:


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION



U.S. BANK NATIONAL ASSOCIATION

as Trustee, certifies that this is one of the Notes described

in the within-named Indenture.


 





	By:	 	 
		Authorized Officer	 


 


 




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[FORM
OF REVERSE OF NOTE]


 


LIVENT
CORPORATION


 


4.125% Convertible Senior Note due 2025


 


This
Note is one of a duly authorized issue of Notes of the Company, designated as its 4.125% Convertible Senior Notes due 2025 (the
“Notes”), limited to the aggregate principal amount of $225,000,000 (as increased by an amount equal to the
aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option
to purchase additional Notes as set forth in the Purchase Agreement) all issued or to be issued under and pursuant to an Indenture
dated as of June 25, 2020 (the “Indenture”), between the Company and U.S. Bank National Association (the “Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional
Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized
terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture.


 


In
case certain Events of Default (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) of the Indenture
with respect to the Company or any of its Significant Subsidiaries) shall have occurred and be continuing, the principal of, and
interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes
then outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions
and certain exceptions set forth in the Indenture. In the case an Event of Default specified in Section 6.01(i) or Section 6.01(j)
of the Indenture with respect to the Company or any of its Significant Subsidiaries shall have occurred, the principal of, and
interest on, all Notes shall automatically become immediately due and payable, as set forth in the Indenture.


 


Subject
to the terms and conditions of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental
Change Repurchase Price on the Fundamental Change Repurchase Date, the Redemption Price on any Redemption Date and the principal
amount on the Maturity Date, as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments
in respect of the Note. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender
for payment of public and private debts.


 


The
Indenture contains provisions permitting the Company and the Trustee in certain circumstances, without the consent of the Holders
of the Notes, and in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate principal
amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures modifying
the terms of the Indenture and the Notes as described therein.


 






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It
is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount
of the Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default
under the Indenture and its consequences.


 


Each
Holder shall have the right to receive payment or delivery, as the case may be, of (x) the principal (including the Redemption
Price and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the
consideration due upon conversion of, this Note at the place, at the respective times, at the rate and in the lawful money or
shares of Common Stock, as the case may be, herein prescribed.


 


The
Notes are issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof.
At the office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided
in the Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations, without
payment of any service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer
or similar tax that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon
such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such exchange.


 


The
Notes shall be redeemable at the Company’s option on or after July 20, 2023 in accordance with the terms and subject to
the conditions specified in the Indenture. No sinking fund is provided for the Notes.


 


Upon
the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase
for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof)
on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.


 


Subject
to the provisions of the Indenture, the Holder hereof has the right, at its option, during certain periods and upon the occurrence
of certain conditions specified in the Indenture, prior to the close of business on the Business Day immediately preceding the
Maturity Date, to convert any Notes or portion thereof that is $1,000 or an integral multiple thereof, into cash, shares of Common
Stock or a combination of cash and shares of Common Stock, as applicable, at the Conversion Rate specified in the Indenture, as
adjusted from time to time as provided in the Indenture.


 




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ABBREVIATIONS


 


The
following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written
out in full according to applicable laws or regulations:


 


TEN
COM = as tenants in common 


 


UNIF
GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST
= Custodian


 


TEN
ENT = as tenants by the entireties 


 


JT TEN = joint tenants with right of survivorship and not as tenants in common  




 


Additional
abbreviations may also be used though not in the above list.


 




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SCHEDULE
A6


 


SCHEDULE
OF EXCHANGES OF NOTES



LIVENT CORPORATION

4.125% Convertible Senior Notes due 2025


 


The
initial principal amount of this Global Note is _______ DOLLARS ($[_________]). The following increases or decreases in this Global
Note have been made:


 


	Date
                                         of exchange 
	 	Amount
    of decrease in principal amount of this Global Note	 	Amount
    of increase in principal amount of this Global Note	 	Principal
    amount of this Global Note following such decrease or increase	 	Signature
    of authorized signatory of Trustee or Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 







 



6 Include
if a global note.


 




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ATTACHMENT
1


 


[FORM
OF NOTICE OF CONVERSION]


 


		To:	Livent
Corporation,



 


U.S.
Bank National Association, as Conversion Agent


 


The
undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000
principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash
and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs
that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for
any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered
Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not
converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp
or similar issue or transfer taxes, if any in accordance with  Section 14.02(d) and  Section 14.02(e) of the Indenture.
Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein
but not defined shall have the meanings ascribed to such terms in the Indenture.


 





	Dated:	 	 	 	 
	 	 	 	

                                                       
	 
	 	 	 	Signature(s)	 
	 	 	 	 	 






Signature
Guarantee


 


Signature(s)
must be guaranteed

by an eligible Guarantor Institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares

of Common Stock are to be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.


 






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Fill
in for registration of shares if

to be issued, and Notes if to

be delivered, other than to and in the

name of the registered holder: 





	 	 	 
	(Name) 	 	 
	 	 	 
	(Street Address)	 	 
	 	 	 
	(City, State and Zip Code)	 	 
	Please print name and address	 	 
	 	 	 
	 	 	Principal amount to be converted
    (if less than all): $______,000
	 	 	 
	 	 	NOTICE: The above signature(s) of
    the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration
    or enlargement or any change whatever.
	 	 	 	 
	 	 	Social Security or Other Taxpayer

    Identification Number



  




    2


 


     


    

 


ATTACHMENT
2


 


[FORM
OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


		To:	Livent
Corporation,



 


U.S.
Bank National Association, as Trustee


 


The
undersigned registered owner of this Note hereby acknowledges receipt of a notice from Livent Corporation (the “Company”)
as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date
and requests and instructs the Company to pay to the registered holder hereof in accordance with  Section 15.02 of the Indenture
referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount
or an integral multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the
period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if
any, thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have
the meanings ascribed to such terms in the Indenture.


 


In
the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below:


 





	Dated:	 	 	 





	 	 	 	 
	 	 	Signature(s)
	 	 	 	 	 
	 	 	Social Security or Other Taxpayer

    Identification Number
	 	 	 	 
	 	 	Principal amount to be repaid (if
    less than all): $______,000
	 	 	 
	 	 	NOTICE: The above signature(s) of
    the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration
    or enlargement or any change whatever.





 







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ATTACHMENT
3


 


[FORM
OF ASSIGNMENT AND TRANSFER]


 


For
value received ____________________________ hereby sell(s), assign(s) and transfer(s) unto _________________ (Please insert social
security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints _____________________
attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.


 


In
connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the
Indenture governing such Note, the undersigned confirms that such Note is being transferred:


 


☐       To
Livent Corporation or a subsidiary thereof; or


 


☐       Pursuant
to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or


 


☐        Pursuant
to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or


 


☐       Pursuant
to and in compliance with Rule 144 under the Securities Act of 1933, as amended, or any other available exemption from the registration
requirements of the Securities Act of 1933, as amended.


 




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	Dated:	 	 	 








	 	 
	 	 
	Signature(s)	 
	 	 
	Signature
    Guarantee	 



 


Signature(s)
must be guaranteed by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant

to Securities and Exchange Commission

Rule 17Ad-15 if Notes are to be delivered, other

than to and in the name of the registered holder.


 


NOTICE:
The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without
alteration or enlargement or any change whatever.


 






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