HOUSTON--(BUSINESS WIRE)--Aug. 3, 2016--
Westlake Chemical Corporation (NYSE:WLK) (“Westlake” or the “Company”)
today announced that it has priced its previously announced offering of
$750,000,000 aggregate principal amount of senior unsecured notes due
2026 (the “2026 Notes”) and $700,000,000 aggregate principal amount of
senior unsecured notes due 2046 (the “2046 Notes,” and together with the
2026 Notes, the “Notes”) to qualified institutional buyers in the United
States pursuant to Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”), and to certain non-United States persons
in transactions outside the United States pursuant to Regulation S under
the Securities Act.
The 2026 Notes will bear interest at a rate of 3.600% per annum. The
2046 Notes will bear interest at a rate of 5.000% per annum. The sale of
the Notes is expected to be completed on August 10, 2016, subject to
customary closing conditions.
Westlake intends to use the proceeds from the proposed offering,
together with the proceeds from other financing transactions and cash on
hand, to finance the previously announced proposed acquisition of Axiall
Corporation (“Axiall”), to repay certain indebtedness of Axiall and pay
related fees and expenses. The Notes are expected to be guaranteed,
jointly and severally on a senior basis, by certain of Westlake’s
subsidiaries.
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 or to,
or for the benefit of, U.S. persons absent registration under, or an
applicable exemption from, the registration requirements of the
Securities Act.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes or any other security and
shall not constitute an offer, solicitation or sale in any state or
jurisdiction in which, or to any persons to whom, such an offer,
solicitation or sale would be unlawful. Any offers of the Notes will be
made only by means of a private offering memorandum.
About Westlake
Westlake Chemical Corporation is an international manufacturer and
supplier of petrochemicals, polymers and building products with
headquarters in Houston, Texas. Westlake’s range of products includes:
ethylene, polyethylene, styrene, propylene, caustic, VCM, PVC suspension
and specialty resins and PVC building products including pipe and
specialty components, windows, fence, deck and film.
Forward-Looking Statements
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 Chemical
Corporation’s (“Westlake”) proposed transaction to acquire Axiall
Corporation (“Axiall”) (including financing of the proposed 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 proposed
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 Securities and Exchange Commission (the “SEC”).
Risks and uncertainties related to the proposed business combination
transaction include, but are not limited to: (i) the ultimate outcome of
the proposed transaction between Westlake and Axiall and the potential
negative impact on Westlake’s share price and future business and
financial results if the transaction is not consummated, (ii) the
ultimate outcome and results of integrating the operations of Westlake
and Axiall if a transaction is consummated, (iii) the ability to obtain
regulatory approvals and meet other closing conditions to the proposed
transaction, including any necessary stockholder approvals, (iv)
potential adverse reactions or changes to business relationships
resulting from the announcement, pendency or completion of the proposed
transaction, (v) competitive responses to the announcement or completion
of the proposed transaction, costs and difficulties related to the
integration of Axiall’s businesses and operations with Westlake’s
businesses and operations, (vi) the inability to obtain, or delays in
obtaining, cost savings and synergies from the proposed transaction,
(vii) uncertainties as to whether the completion of the proposed
transaction will have the accretive effect on Westlake’s earnings or
cash flows that are expected, (viii) unexpected costs, liabilities,
charges or expenses resulting from the proposed transaction, (ix)
litigation relating to the proposed transaction, (x) the inability to
retain key personnel, (xi) 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 proposed transaction, (xii)
potential diminished productivity due to the impact of the potential
transaction on Westlake’s and/or Axiall’s current and prospective
employees, key management, customers, suppliers and business partner and
(xiii) 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.

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Source: Westlake Chemical Corporation
Westlake Media and Investor Contact:
Westlake Chemical Corp.
Steve
Bender, 713-960-9111
sbender@westlake.com