8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 1, 2021

Westlake Chemical Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (713) 960-9111

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 1, 2021, Royal Building Products (USA) Inc. (the “Purchaser”), a wholly owned subsidiary of Westlake Chemical Corporation (“Westlake”), completed its previously announced acquisition (the “Acquisition”) from Boral Industries Inc. (the “Seller”) of 100% of the issued and outstanding equity interests of certain subsidiaries of the Seller engaged in Boral Limited’s (“Boral”) North American building products businesses in roofing, siding, trim and shutters, decorative stone and windows (the “Target Companies”), pursuant to the Equity Purchase Agreement, dated as of June 20, 2021 (the “Purchase Agreement”), by and among Boral Building Products Inc., Boral Stone Products LLC, Boral Lifetile Inc., Boral Windows LLC, the Seller, the Purchaser and, solely for the limited purposes set forth therein, Boral and, solely for the limited purposes set forth therein, Westlake.

As a result of the Acquisition, the Target Companies became wholly owned subsidiaries of the Purchaser or its affiliates. The purchase price of the Acquisition was $2.15 billion in cash. The purchase price is subject to certain post-closing adjustments as set forth in the Purchase Agreement. The Purchase Agreement also includes a potential earn-out payment from the Purchaser to the Seller of up to $65 million if Boral’s windows business generates EBITDA in excess of a specified target in its fiscal year ending June 30, 2024. The terms and provisions of the Purchase Agreement are described in Westlake’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2021, which is incorporated herein by reference.

The source of funds used in connection with the Acquisition included cash and cash equivalents on hand, including a portion of the proceeds from the previously completed offering of $300,000,000 aggregate principal amount of 0.875% senior notes due 2024, $350,000,000 aggregate principal amount of 2.875% senior notes due 2041, $600,000,000 aggregate principal amount of 3.125% senior notes due 2051 and $450,000,000 aggregate principal amount of 3.375% senior notes due 2061 (collectively the “Notes Offering”), pursuant to that certain Fourteenth Supplemental Indenture, dated as of August 19, 2021, between Westlake and The Bank of New York Mellon Trust Company, N.A., as trustee, to that certain Indenture, dated as of January 1, 2006, by and among Westlake, the potential subsidiary guarantors listed therein and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, National Association), as trustee. A portion of the proceeds from the Notes Offering was used to finance other previously announced acquisitions of Westlake and for general corporate purposes. For more information regarding the Notes Offering, please see Westlake’s Current Reports on Form 8-K filed with the SEC on August 6, 2021 and August 19, 2021, each of which is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 1, 2021, Westlake issued a press release announcing the closing of the Acquisition. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed by Westlake under the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein.

Item 9.01. Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 1, 2021

EX-99.1

Exhibit 99.1

News Release

Westlake Doubles itsPortfolio in High-Growth

North American Building Products Market

HOUSTON – October 1, 2021 – Westlake Chemical Corporation (NYSE: WLK) today announced that it has completed the acquisition of Boral Limited’s North American building products businesses in roofing; siding, trim and shutters; decorative stone; and windows for $2.15 billion in an all-cash transaction.

“This transaction effectively doubles the size of our portfolio in the high-growth North American building products segment,” said Westlake President and Chief Executive Officer Albert Chao. “The North American building products segment, based on market analysis for new construction and remodel and repair, is expected to grow by approximately 15% during the next three years, and Boral’s high-quality architectural solutions and premium products will help us extend our leading position in the North America building products segment. We look forward to welcoming the Boral employees to the Westlake family and realizing the tremendous opportunities to grow the combined businesses.”

Boral’s North American building products businesses employ approximately 4,600 employees at 29 manufacturing sites in the United States and Mexico. Boral’s North American building products businesses generated revenues in excess of $1 billion during the fiscal year ended June 30, 2020.

“We believe that this acquisition makes our business much stronger today,” continued Chao. “With this acquisition, we have significantly increased scale, added product and geographical diversity, improved our sustainable products positioning, and enhanced our growth prospects. We expect the deal to be accretive to earnings in the first full year of combined operations.”

The acquisition comes after Westlake recently closed on its acquisitions of Dimex LLC, which processes recycled plastic materials to manufacture home and lifestyle products, such as landscape edging, home and office matting, and marine deck edging; and of LASCO Fittings LLC, a leading designer, engineer and manufacturer of injected-molded PVC fittings.

The acquisitions position Westlake at the forefront of the burgeoning building products and construction markets, with durable and sustainable materials and create opportunities for further product innovations.

About Westlake

Westlake is a global manufacturer and supplier of materials and innovative products that enhance life every day. Headquartered in Houston, we provide the building blocks for vital solutions — from building products and infrastructure materials, to packaging and healthcare products, to automotive and consumer goods. For more information, visit the company’s website at www.westlake.com.

Forward-Looking Statements

The statements in this release that are not historical statements, including statements regarding the expected benefits of the transaction, including expected synergies, accretion and growth, are forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are subject to significant risks and uncertainties, many of which are beyond Westlake’s control. Actual results could differ materially based on risks and uncertainties described in Westlake’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the Securities and Exchange Commission (“SEC”) in February 2021, Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which was filed with the SEC in May 2021, Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, which was filed with the SEC in August 2021, recent Current Reports on Form 8-K, and Westlake’s other SEC filings. These filings also discuss some of the important risk factors and other factors identified that may affect Westlake’s business, results of operations and financial condition. Westlake undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

Contacts

Media Relations – L. Benjamin Ederington – 1-713-960-9111

Investor Relations – Steve Bender – 1-713-960-9111