Westlake Chemical holders exchange 91% and 96% of Axiall notes so far

By Susanna Moon

Chicago, Aug. 22 – Westlake Chemical Corp. announced the early tender results of the exchange for two series of notes related to its planned acquisition of Axiall Corp.

As announced Aug. 8, the company is offering to issue new notes with the same coupon and maturity in exchange for any and all of the two note series.

Investors had tendered for exchange the following amount of notes as of 5 p.m. ET on Aug. 19, the early participation date, according to a company announcement:

• $624,487,000, or 90.77%, of the $688 million of outstanding 4.625% senior notes due Feb. 15, 2021 issued by Eagle Spinco Inc., a wholly owned subsidiary of Axiall; and

• $433,614,000, or 96.36%, of the $450 million of outstanding 4.875% senior notes due May 15, 2023 issued by Axiall.

Based on the results so far, Axiall said it has received the needed consents to amend the notes, and the proposed amendments will become operative when the early tendered notes are purchased on Sept. 7.

Westlake also extended the deadline for receiving the total exchange value until the end of the offer.

The total exchange amount will be par of $1,000 principal amount of notes plus $2.50 cash, which includes an early tender premium of $30 of new notes per $1,000 of notes.

Before the change, those who tendered after the early deadline of 5 p.m. ET on Aug. 19 would have received the total exchange value less the early premium.

The exchange will continue until 11:59 p.m. ET on Sept. 2.

Tendered notes may no longer be withdrawn.

Westlake said it plans to issue the new Westlake notes “promptly” on or about the second business day after the offer ends.

Along with the tender, Axiall is soliciting consents to amend the notes to eliminate some covenants, restrictive provisions and events of default.

Even if the holders of at least a majority of the notes do not consent to the proposed amendments, the existing Axiall indentures include provisions automatically terminating many of the restrictive covenants upon the receipt of an investment-grade rating from both Moody’s Investors Service and S&P, the company’s previous release noted.

Holders who tender their notes will be deemed to consent to the proposed amendments, and they may not give consents without tendering their notes.

The offers are open to holders who are qualified institutional buyers under Rule 144A and Regulation S.

Global Bondholder Services Corp. (866 924-2200, 212 430-3774 or gbsc-usa.com/eligibility/Westlake) is the exchange agent and information agent.

The conditions to the offer include closing of the proposed merger between Axiall, Westlake and Lagoon Merger Sub, Inc., a wholly owned subsidiary of Westlake, with Axiall surviving as a wholly owned subsidiary of Westlake, the completion of financing and the establishment of a credit facility as well as the receipt of consents for at least a majority of the outstanding principal amount of each series of Axiall notes.

The merger is not subject to a financing condition or completion of the exchange.

Westlake is a manufacturer and supplier of petrochemicals, polymers and building products and is based in Houston.

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