UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of the earliest event reported)

August 31, 2018

Valhi, Inc.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code

(972) 233-1700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Effective August 31, 2018, the Collateral Trust completed the Sale of the AGM Interest to Snake River for consideration consisting of $12.5 million in cash and the deemed payment in full by the registrant of the Notes ($250 million principal amount outstanding under the Notes at the time the Sale was completed).  Accordingly, the Notes are deemed repaid in full and the registrant has no further obligation to Snake River under the Notes.  Concurrent with completing the Sale, each of the Other Agreements was terminated.

Completion of the Sale, and the termination of each of the Other Agreements, was evidenced by a Closing Agreement entered into and effective as of August 31, 2018 by and between the registrant, ASC, Snake River, Amalgamated, the Collateral Trust and the other parties named therein (the "Closing Agreement").  A copy of the Closing Agreement is attached as Exhibit 10.1 to this report and is incorporated herein by reference.  The foregoing description of the Closing Agreement does not purport to be complete and is qualified in its entirety by reference to the Closing Agreement.  This summary of the principal terms of the Closing Agreement and the copy of the Closing Agreement has been included to provide security holders with information regarding its terms. It is not intended to provide any other factual information about the registrant and its subsidiaries or affiliates. The representations, warranties and covenants contained in the Closing Agreement were made solely for purposes of the Closing Agreement and as of specific dates, were solely for the benefit of the parties to the Closing Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Closing Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders are not third-party beneficiaries under the Closing Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the registrant. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Closing Agreement, which subsequent information may or may not be fully reflected in the registrant's public disclosures.

Item 9.01

Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.