Unifrax announces offering of notes in connection with Lydall acquisition
BUFFALO, NY, September 9, 2021-
ASP Unifrax Holdings, Inc. ("Unifrax"), a leading global provider of high-performance specialty materials focused on thermal management, specialty filtration, battery materials, emission control and fire protection applications backed by Clearlake Capital Group, L.P. ("Clearlake"), announced today that Unifrax Escrow Issuer Corporation is proposing to issue (the "Offering"), subject to market and other conditions, $700,000,000 aggregate principal amount of Senior Secured Notes due 2028 (the "Secured Notes") and $500,000,000 aggregate principal amount of 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 Offering is part of the financing of the previously announced merger agreement (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.
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