BUFFALO, N.Y., Sept. 16, 2021 /PRNewswire/ -- ASP Unifrax
Holdings, Inc. ("Unifrax") announced that it has priced an
offering (the "Offering") of $800,000,000 aggregate principal amount of its
5.250% Senior Secured Notes due 2028 (the "Secured Notes") and
$400,000,000 aggregate principal
amount of its 7.500% 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 Secured Notes will mature on September 30,
2028 and the Unsecured Notes will mature on September 30,
2029. Each series of Notes was offered at a price of 100.00%
of the aggregate principal amount of such series. The sale of the
Notes is expected to close on or about September 30, 2021, subject to customary closing
conditions. Upon consummation of the Merger (as defined below), the
Secured Notes will be senior secured obligations of Unifrax and
will be guaranteed by certain of its wholly-owned domestic
subsidiaries, and the Unsecured Notes will be senior unsecured
obligations of Unifrax and will be guaranteed by certain of its
wholly-owned domestic subsidiaries.
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 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. This press release shall not constitute a
notice of repayment with respect to any of the existing debt of
Lydall or the second lien term loan.
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 $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
