Series of Axiall Notes to be Exchanged
Percentage of Total
4.625% Senior Notes due
4.875% Senior Notes due
(1) As of the date hereof, none of the Existing Axiall Notes are known by us to be held by Westlake, Axiall or affiliates thereof.
Documents relating to the Exchange Offers and Consent Solicitations were
only distributed to eligible holders (“eligible holders”) of the
Existing Axiall Notes who completed and returned 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 Exchange Offers and Consent Solicitations were made solely to
eligible holders pursuant to the terms and conditions set forth in the
Offering Memorandum and Consent Solicitation Statement dated
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
Westlake Chemical Corporation is an international manufacturer and
supplier of petrochemicals, polymers and building products with
headquarters in Houston,
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 completed transaction to acquire Axiall (including financing of the 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 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
Risks and uncertainties related to the business combination transaction include, but are not limited to: (i) the ultimate outcome and results of integrating the operations of Westlake and Axiall, (ii) potential adverse reactions or changes to business relationships resulting from the transaction, (iii) competitive responses to the transaction, costs and difficulties related to the integration of Axiall’s businesses and operations with Westlake’s businesses and operations, (iv) the inability to obtain, or delays in obtaining, cost savings and synergies from the transaction, (v) uncertainties as to whether the transaction will have the accretive effect on Westlake’s earnings or cash flows that are expected, (vi) unexpected costs, liabilities, charges or expenses resulting from the transaction, (vii) litigation relating to the transaction, (viii) the inability to retain key personnel, (ix) 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 transaction, (x) potential diminished productivity due to the impact of the transaction on Westlake’s and/or Axiall’s current and prospective employees, key management, customers, suppliers and business partners and (xi) 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.
Westlake Media and Investor Contact:
Westlake Chemical Corp.
Steve Bender, 713-960-9111