Unifrax Announces Pricing of Notes Offering
Unifrax Holdings has priced an offering of $800 million in 5.250% Senior Secured Notes due 2028 and $400 million in 7.500% Senior Notes due 2029 as part of its merger with Lydall, Inc. (LDL). The offering is meant to finance the merger and repay Lydall's existing debt of $261 million and related expenses. The sale is expected to close by September 30, 2021. Proceeds will be held in escrow if the merger is not finalized by July 21, 2022.
- Offering of $800 million in secured and $400 million in unsecured notes strengthens financial capability for merger.
- Targeted repayment of Lydall's existing debt of $261 million enhances Unifrax's balance sheet.
- Merger is contingent on certain conditions, potentially delaying financial benefits.
- If merger isn't completed by July 21, 2022, the proceeds must be used to redeem notes, impacting cash flow.
BUFFALO, N.Y., Sept. 16, 2021 /PRNewswire/ -- ASP Unifrax Holdings, Inc. ("Unifrax") announced that it has priced an offering (the "Offering") of
The Offering is part of the financing of the previously announced merger (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
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
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.
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
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 offering of $800 million in notes?
What are the terms of the notes offered by Unifrax?
When is the expected closing date for Unifrax's notes offering?
What happens if the merger between Unifrax and Lydall is not completed by July 21, 2022?
How will Unifrax use the proceeds from the notes offering?
