HOUSTON--(BUSINESS WIRE)--Aug. 22, 2016--
Westlake Chemical Corporation (NYSE:WLK) (“Westlake”) today announced
that, as of 5:00 p.m., New York City time, on August 19, 2016 (the
“Early Participation Date”), the aggregate principal amounts listed in
the table below of each series of notes listed in the table below (the
“Existing Axiall Notes”), previously issued by Axiall Corporation and
its wholly-owned subsidiary, Eagle Spinco Inc. (together, “Axiall”),
have been validly tendered and not validly withdrawn in connection with
Westlake’s offers to exchange (the “Exchange Offers”) announced on
August 8, 2016. Concurrently with the Exchange Offers, Axiall is
soliciting consents (the “Consent Solicitations”) to amend the
indentures governing the Existing Axiall Notes (the “Existing Axiall
Indentures”).
Series of Axiall Notes to be Exchanged
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Aggregate Principal Amount Outstanding(1)
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CUSIP No.
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Tenders and Consents Received as of the Early
Participation Date
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Percentage of Total Outstanding Principal
Amount of Axiall Notes
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4.625% Senior Notes due February 15, 2021
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$688,000,000
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269871AB5
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$624,487,000
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90.77%
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4.875% Senior Notes due May 15, 2023
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$450,000,000
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05463DAA8
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$433,614,000
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96.36%
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(1)
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As of the date hereof, none of the Existing Axiall Notes are known
by us to be held by Westlake, Axiall or affiliates thereof.
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Based on the results announced above, Axiall has received the requisite
consents from holders of the Existing Axiall Notes in the Consent
Solicitations. As a result, Axiall and the trustee for the Existing
Axiall Notes entered into supplemental indentures implementing the
proposed amendments (the “Proposed Amendments”) to the Existing Axiall
Indentures. The Proposed Amendments will not become operative until the
amounts payable by Westlake pursuant to the Exchange Offers and Consent
Solicitations have been paid, which is expected to occur on September 7,
2016. Under the terms of the Exchange Offers and Consent Solicitations,
holders who have previously tendered their Existing Axiall Notes can no
longer validly withdraw those notes from the Exchange Offers, except in
certain limited circumstances where additional withdrawal rights may be
required by law or otherwise extended by Westlake.
Westlake also announced that the previous deadline for holders to tender
their Existing Axiall Notes (and thereby give their consents to the
Proposed Amendments) and be eligible to receive the new senior notes to
be issued by Westlake (the “New Westlake Notes”) in the Exchange Offers
in the same principal amount as the Existing Axiall Notes tendered
therefor plus a cash amount of $2.50 per $1,000 principal amount of
Existing Axiall Notes tendered (the “Total Consideration”) has been
extended to 11:59 p.m., New York City time, on September 2, 2016 (as
extended, the “Exchange Consideration Deadline”). Currently, this is the
same time and date as the Expiration Date (as defined below) for the
Exchange Offers and Consent Solicitations.
Documents relating to the Exchange Offers and Consent Solicitations have
been and will only be distributed to eligible holders (“eligible
holders”) of the Existing Axiall Notes who complete and return an
eligibility form confirming that they are either a “qualified
institutional buyer” under Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”), or not a “U.S. person” and outside
the United States within the meaning of Regulation S under the
Securities Act. Except as amended by this press release, the complete
terms and conditions of the Exchange Offers and Consent Solicitations
are described in the Offering Memorandum and Consent Solicitation
Statement dated August 8, 2016 (the “Offering Memorandum and Consent
Solicitation Statement”) and the related Letter of Transmittal and
Consent (the “Letter of Transmittal”), copies of which may be obtained
by contacting Global Bondholder Services Corporation, the exchange agent
and information agent in connection with the Exchange Offers and Consent
Solicitations, at (866) 924-2200 (U.S. toll-free) or (212) 430-3774
(banks and brokers). The eligibility form is available electronically
at: http://gbsc-usa.com/eligibility/Westlake.
The Exchange Offers and Consent Solicitations are being made solely
to eligible holders pursuant to the terms and conditions set forth in
the Offering Memorandum and Consent Solicitation Statement and the
Letter of Transmittal, as amended by this press release, that,
collectively, contain a more complete description of the terms and
conditions of the Exchange Offers and Consent Solicitations. The
Exchange Offers and Consent Solicitations will expire as of 11:59 p.m.,
New York City Time, on September 2, 2016, unless extended (such date and
time, as they may be extended with respect to either Exchange Offer, the
“Expiration Date”).
The consummation of the Exchange Offers and Consent Solicitations are
subject to the satisfaction of certain conditions set forth in the
Offering Memorandum and Consent Solicitation Statement including, among
other things, (i) the consummation of the previously announced proposed
merger transaction (the “Merger”) contemplated by the Agreement and Plan
of Merger (the “Merger Agreement”), dated as of June 10, 2016, by and
among Axiall Corporation, Westlake and Lagoon Merger Sub, Inc., a
wholly-owned subsidiary of Westlake, with Axiall Corporation surviving
the Merger as a wholly-owned subsidiary of Westlake and (ii) the
establishment of a credit facility as described in the Offering
Memorandum and Consent Solicitation Statement. Each of Westlake’s and
Axiall Corporation’s obligation to consummate the Merger is subject to a
number of conditions specified in the Merger Agreement, including, among
others, adoption of the Merger Agreement by the affirmative vote of the
holders of a majority of all outstanding shares of Axiall Corporation
common stock and the receipt of certain required regulatory approvals.
The consummation of the Merger is not subject to a financing condition.
The Merger is not conditioned on the consummation of the Exchange Offers
and Consent Solicitations.
The New Westlake Notes have not been registered under the Securities Act
or any state or foreign securities laws. Westlake has agreed to use
commercially reasonable efforts to file an exchange offer registration
statement to register the New Westlake Notes for a new issue of
substantially identical debt securities registered under the Securities
Act within 365 days after the settlement of the Exchange Offers.
Westlake has also agreed to use commercially reasonable efforts to file
a shelf registration statement to cover resales of the New Westlake
Notes under certain circumstances. The New Westlake Notes may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws. This press
release does not constitute an offer to sell or purchase, or a
solicitation of an offer to sell or purchase, or the solicitation of
tenders or consents with respect to, any security. No offer,
solicitation, purchase or sale will be made in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful. The Exchange
Offers and Consent Solicitations are being made solely pursuant to the
Offering Memorandum and Consent Solicitation Statement and Letter of
Transmittal, as amended by this press release.
About Westlake
Westlake Chemical Corporation is an international manufacturer and
supplier of petrochemicals, polymers and building products with
headquarters in Houston, Texas. Westlake’s range of products includes:
ethylene, polyethylene, styrene, propylene, caustic, VCM, PVC suspension
and specialty resins and PVC building products including pipe and
specialty components, windows, fence, deck and film.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the federal securities laws. These forward-looking statements
include, but are not limited to, statements regarding Westlake Chemical
Corporation’s (“Westlake”) proposed transaction to acquire Axiall
Corporation (“Axiall”) (including financing of the proposed transaction
and the benefits, results, effects and timing thereof), all statements
regarding Westlake’s and Axiall’s (and Westlake’s and Axiall’s combined)
expected future financial position, results of operations, cash flows,
dividends, financing plans, business strategy, budgets, capital
expenditures, competitive positions, growth opportunities, plans and
objectives of management, estimated synergies from the proposed
transaction and statements containing the use of forward-looking words,
such as “may,” “will,” “could,” “would,” “should,” “project,” “believe,”
“anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,”
“forecast,” “approximate,” “intend,” “upside,” and the like, or the use
of future tense. Statements contained herein concerning the business
outlook or future economic performance, anticipated profitability,
revenues, expenses, dividends or other financial items, and product or
services line growth of Westlake and Axiall (and the combined businesses
of Westlake and Axiall), together with other statements that are not
historical facts, are forward-looking statements that are estimates
reflecting the best judgment of Westlake or Axiall based upon currently
available information. Statements concerning current conditions may also
be forward-looking if they imply a continuation of current conditions.
Such forward-looking statements are inherently uncertain, and
stockholders and other potential investors must recognize that actual
results may differ materially from Westlake’s and/or Axiall’s
expectations as a result of a variety of factors, including, without
limitation, those discussed below. Such forward-looking statements are
based upon management’s current expectations and include known and
unknown risks, uncertainties and other factors, many of which Westlake
and/or Axiall are unable to predict or control, that may cause
Westlake’s and/or Axiall’s actual results, performance or plans to
differ materially from any future results, performance or plans
expressed or implied by such forward-looking statements. These
statements involve risks, uncertainties and other factors discussed
below and detailed from time to time in Westlake’s and/or Axiall’s
filings with the Securities and Exchange Commission (the “SEC”).
Risks and uncertainties related to the proposed business combination
transaction include, but are not limited to: (i) the ultimate outcome of
the proposed transaction between Westlake and Axiall and the potential
negative impact on Westlake’s share price and future business and
financial results if the transaction is not consummated, (ii) the
ultimate outcome and results of integrating the operations of Westlake
and Axiall if a transaction is consummated, (iii) the ability to obtain
regulatory approvals and meet other closing conditions to the proposed
transaction, including any necessary stockholder approvals, (iv)
potential adverse reactions or changes to business relationships
resulting from the announcement, pendency or completion of the proposed
transaction, (v) competitive responses to the announcement or completion
of the proposed transaction, costs and difficulties related to the
integration of Axiall’s businesses and operations with Westlake’s
businesses and operations, (vi) the inability to obtain, or delays in
obtaining, cost savings and synergies from the proposed transaction,
(vii) uncertainties as to whether the completion of the proposed
transaction will have the accretive effect on Westlake’s earnings or
cash flows that are expected, (viii) unexpected costs, liabilities,
charges or expenses resulting from the proposed transaction, (ix)
litigation relating to the proposed transaction, (x) the inability to
retain key personnel, (xi) potential adverse effects on Westlake’s
ability to operate Westlake’s business due to the increase in Westlake’s
overall debt level contemplated by the proposed transaction, (xii)
potential diminished productivity due to the impact of the potential
transaction on Westlake’s and/or Axiall’s current and prospective
employees, key management, customers, suppliers and business partner and
(xiii) any changes in general economic and/or industry-specific
conditions.
In addition to the factors set forth above, other factors that may
affect Westlake’s and/or Axiall’s plans, results or stock price are set
forth in Westlake’s and Axiall’s respective Annual Reports on Form 10-K
and reports on Forms 10-Q and 8-K.
Many of these factors are beyond Westlake’s and/or Axiall’s control.
Westlake and Axiall caution investors that any forward-looking
statements made by Westlake and/or Axiall are not guarantees of future
performance. Westlake and Axiall do not intend, and undertake no
obligation, to publish revised forward-looking statements to reflect
events or circumstances after the date of this communication or to
reflect the occurrence of unanticipated events.
Important Information for Investors and Stockholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful.

View source version on businesswire.com: http://www.businesswire.com/news/home/20160822005217/en/
Source: Westlake Chemical Corporation
Westlake Media and Investor Contact:
Westlake Chemical Corp.
Steve
Bender, 713-960-9111
sbender@westlake.com