Unifrax Announces Notes Offering in Connection with Lydall, Inc. Merger

Rhea-AI Summary

Unifrax Holdings has announced a proposal to issue $700 million in Senior Secured Notes due 2028 and $500 million in Senior Notes due 2029 to finance its merger with Lydall, Inc. (LDL). The merger will see Lydall operate as a wholly owned subsidiary of Unifrax. Proceeds will also be utilized to repay Lydall's existing debt of $261 million and a $250 million second lien term loan, among other expenses. The offering is subject to market conditions but is not contingent on the merger's completion, although both events must align by July 21, 2022.

Positive

• The merger with Lydall positions Unifrax to enhance its market presence in specialty materials.
• Issuing notes secures funding for debt repayment and strengthens Unifrax's balance sheet.

Negative

• Proceeds are held in escrow if the merger does not close by July 21, 2022, delaying funding availability.
• The merger could face regulatory or market challenges, creating uncertainty.

BUFFALO, N.Y., Sept. 8, 2021 /PRNewswire/ -- ASP Unifrax Holdings, Inc. ("Unifrax"), a leading global provider of high-performance specialty materials focused on thermal management, specialty filtration, battery materials, emission control and fire protection applications backed by Clearlake Capital Group, L.P. ("Clearlake"), announced today that Unifrax Escrow Issuer Corporation is proposing to issue (the "Offering"), subject to market and other conditions, $700,000,000 aggregate principal amount of Senior Secured Notes due 2028 (the "Secured Notes") and $500,000,000 aggregate principal amount of Senior Notes due 2029 (the "Unsecured Notes" and, together with the Secured Notes, the "Notes") in a private placement transaction, exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Offering is part of the financing of the previously announced merger agreement (the "Merger") pursuant to which Lydall, Inc. ("Lydall") (NYSE: LDL) has agreed to be acquired by Unifrax, with Lydall surviving the Merger as a wholly owned subsidiary of Unifrax. Upon the consummation of the Merger, Unifrax Escrow Issuer Corporation will merge with and into Unifrax, with Unifrax surviving as the issuer of the Notes.

The consummation of the Offering is not contingent on the consummation of the Merger. The consummation of the Merger, however, is subject to certain conditions. To the extent the Merger is not consummated on or prior to the completion of the Offering, then the gross proceeds from the Offering will be held in escrow pending completion of the acquisition. If the Merger is not consummated on or prior to July 21, 2022, proceeds of the Notes will be released from escrow for the purpose of redeeming the Notes pursuant to a special mandatory redemption at a price equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest.

Unifrax intends to use the proceeds of the Offering, together with proceeds of an equity contribution and cash on balance sheet, to finance the Merger, repay Lydall's existing debt of $261 million, repay in full its $250 million second lien term loan, pay related fees and expenses incurred in connection with these transactions, pay certain other expenses and add cash to the balance sheet for working capital and other general corporate purposes.

The Notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, or, outside the United States, to non-U.S. persons in offshore transactions in compliance with Regulation S under the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes and related guarantees. Any offers of the Notes and related guarantees will be made only by means of a private offering memorandum. The Notes and related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable federal securities laws. The forward-looking statements include, without limitation, statements concerning the Offering. Forward-looking statements involve risks and uncertainties, including but not limited to economic, competitive, and technological factors outside Unifrax's control that may cause actual results to differ materially from the forward-looking statements. You should not place undue reliance on forward-looking statements as a prediction of actual results. Unifrax expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

About Unifrax

Unifrax develops and manufactures high performance specialty materials used in advanced applications including high-temperature industrial insulation, electric vehicles, energy storage, filtration, and fire protection, among many others. Unifrax products are designed with the ultimate goal of saving energy, reducing pollution, and improving safety for people, buildings and equipment by delivering on our commitment to our customers of greener, cleaner, safer solutions for their application challenges. Unifrax has 39 manufacturing facilities operating in 12 countries and employs approximately 2,400 employees globally.

About Lydall

Lydall delivers value-added engineered materials and specialty filtration solutions that promote a cleaner, safer, and quieter world. With global manufacturing operations, Lydall partners with customers to develop bespoke, high-performing and efficient solutions that are adaptable and scalable to meet their needs. Headquartered in Manchester, Connecticut, Lydall is a New York Stock Exchange-listed company.

About Clearlake

Clearlake is a leading investment firm founded in 2006 operating integrated businesses across private equity, credit and other related strategies. With a sector-focused approach, the firm seeks to partner with experienced management teams by providing patient, long-term capital to dynamic businesses that can benefit from Clearlake's operational improvement approach, O.P.S.^® The firm's core target sectors are industrials, technology and consumer. Clearlake currently has approximately $43 billion of assets under management, and its senior investment principals have led or co-led over 300 investments. The firm has offices in Santa Monica and Dallas.

Media Contacts: 

For Unifrax
Deborah Myers
Unifrax
Ph: +1 716-768-6465
dmyers@unifrax.com

For Clearlake
Jennifer Hurson
Lambert & Co.
Ph: +1 845-507-0571
jhurson@lambert.com

 

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SOURCE Unifrax

FAQ

What is the purpose of Unifrax's notes offering related to LDL?

The purpose is to finance the merger with Lydall and repay existing debt.

What is the total amount being raised in the notes offering?

Unifrax is raising a total of $1.2 billion through the offering.

What will happen if the merger with Lydall is not completed by July 21, 2022?

If not completed by that date, proceeds from the offering will be released for mandatory redemption.

How will Unifrax use the proceeds from the notes offering?

Proceeds will be used to repay existing debt, cover transaction fees, and bolster working capital.