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.
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.
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.
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.
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.
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