8-K
WESTLAKE CORP (WLK)
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): June 20, 2021
Westlake Chemical Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-32260 | 76-0346924 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
| 2801 Post Oak Boulevard, Suite 600<br> <br>Houston, Texas | 77056 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.01 par value | WLK | The New York Stock Exchange |
| 1.625% Senior Notes due 2029 | WLK29 | The New York Stock Exchange |
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 1.01. Entry into a Material Definitive Agreement.
On June 20, 2021, Royal Building Products (USA) Inc. (the “Purchaser”), a wholly owned subsidiary of Westlake Chemical Corporation, a Delaware corporation (“Westlake”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) by and among Boral Building Products Inc., a Michigan corporation (“Boral Building Products”), Boral Stone Products LLC, a Delaware limited liability company (“Boral Stone”), Boral Lifetile Inc., a California corporation (“Boral Lifetile”), Boral Windows LLC, a Utah limited liability company (“Boral Windows”), Boral Industries Inc., a California corporation (the “Seller” and, collectively with Boral Building Products, Boral Stone, Boral Lifetile and Boral Windows, the “Seller Parties”), the Purchaser and, solely for the limited purposes set forth therein, Boral Limited, an Australian corporation (“Boral”), and, solely for the limited purposes set forth therein, Westlake. Pursuant to the terms of the Purchase Agreement, the Purchaser has agreed to acquire (the “Acquisition”) from the Seller 100% of the issued and outstanding equity interests of certain subsidiaries of the Seller engaged in Boral’s North American building products businesses in roofing, siding, trim and shutters, decorative stone and windows (the “Target Companies”) for a purchase price of $2.15 billion in cash. The purchase price is subject to certain closing date 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 Acquisition has been unanimously approved by the boards of directors of both Boral and Westlake. The closing of the Acquisition is currently expected to occur in the second half of 2021, subject to the receipt of certain regulatory approvals and other customary closing conditions as described below.
The obligations of the parties to consummate the Acquisition is subject to various customary closing conditions, including, among other things, (i) the absence of an order, judgment, injunction or law prohibiting the transactions contemplated by the Purchase Agreement, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), (iii) the accuracy of each party’s representations and warranties contained in the Purchase Agreement and (iv) each party’s compliance with or performance of its covenants and obligations contained in the Purchase Agreement in all material respects. The consummation of the Acquisition is not subject to a financing condition.
The Purchase Agreement contains customary representations and warranties made by the parties, and also contains customary covenants and agreements, including, among other things, agreements by the Target Companies to conduct their respective businesses in the ordinary course consistent with past practice during the period between the execution of the Purchase Agreement and the closing of the Acquisition, to not engage in certain kinds of transactions or take certain actions during this period unless consented to in writing by Westlake, to suspend any discussions relating to any acquisition proposal with respect to any of the Target Companies and to not directly or indirectly solicit, encourage or facilitate, or enter into discussions concerning, any such acquisition proposal. In addition, on the terms and subject to the conditions set forth in the Purchase Agreement, each party has agreed to use their best efforts to obtain all required regulatory approvals, and the Purchaser has agreed to take all necessary action to avoid the commencement of any action by any governmental authority to prohibit the transactions contemplated by the Purchase Agreement on the basis of antitrust laws with respect to the Acquisition, so as to enable the closing of the Acquisition to occur as soon as reasonably possible and in any event no later than June 20, 2022 (subject to a 90-day extension), including negotiating, committing to and effecting by consent decree, hold separate orders or otherwise the sale, divestiture or disposition of such assets or businesses of the Purchaser and its affiliates.
The Purchase Agreement contains certain termination rights for both the Seller and the Purchaser, including, among other things: (i) by mutual written consent of the Seller and the Purchaser; (ii) by the Seller or the Purchaser, if the Acquisition is not consummated on or prior to June 20, 2022, provided, however, that if all closing conditions (other than the condition pertaining to the termination of regulatory waiting periods) are satisfied or are capable of being satisfied at such time, such date may be extended to September 18, 2022 by either the Seller or the Purchaser by written notice on or prior to June 20, 2022; (iii) by the Seller or the Purchaser, if a governmental authority shall have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the closing of the Acquisition; (iv) by the Seller, in the case of certain breaches of representations, warranties, covenants or agreements on the part of the Purchaser set forth in the Purchase Agreement; and (v) by the Purchaser, in the case of certain breaches of representations, warranties, covenants or agreements on the part of the Seller Parties set forth in the Purchase Agreement.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete. A copy of the Purchase Agreement will be filed with the Securities and Exchange Commission (“SEC”) as an exhibit to Westlake’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.
The Purchase Agreement is not intended to provide any other factual information about Westlake, Boral or any of their respective subsidiaries or affiliates. In particular, the representations and warranties, including the assertions embodied therein, contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement as of the specific dates therein, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the parties to the Purchase Agreement. Certain representations and warranties in the Purchase Agreement may be subject to a standard of materiality provided for in the Purchase Agreement that differs from those applicable to investors and have been used for the purpose of allocating risk among the parties, rather than establishing matters of fact. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Westlake, Boral or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Westlake’s or Boral’s public disclosures. Investors should read the Purchase Agreement together with the other information that Westlake publicly files in reports and statements with the SEC.
Item 7.01. Regulation FD Disclosure.
On June 20, 2021, Westlake issued a press release announcing the execution of the Purchase Agreement. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
On June 20, 2021, Westlake also provided supplemental information regarding the Acquisition in connection with a presentation to investors. A copy of the investor presentation is furnished with this Current Report on Form 8-K as Exhibit 99.2.
The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, 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.
Forward-Looking Statements
The statements in this Current Report on Form 8-K that are not historical statements, including statements regarding the expected timing of the closing of the proposed transaction and whether required regulatory approval will be obtained, 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 factors including, but not limited to: the timing to consummate the proposed transaction; the conditions to closing of the proposed transaction may not be satisfied or the closing of the proposed transaction otherwise does not occur; the risk that HSR approval is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating Boral’s operations and the ultimate outcome of Westlake’s operating efficiencies applied to Boral’s products and services; the effects of the proposed transaction, including the combined company’s future financial condition, results of operations, strategy and plans; expected synergies and other benefits from the proposed transaction and the ability of Westlake to realize such synergies and other benefits; results of litigation, settlements, and investigations; and other 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 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, recent Current Reports on Form 8-K filed by Westlake, and other SEC filings. These filings also discuss some of the important risk factors 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br>Number | Description |
|---|---|
| 99.1 | Press Release dated June 20, 2021. |
| 99.2 | Investor Presentation. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
| WESTLAKE CHEMICAL CORPORATION |
|---|
| By: | /s/ L. Benjamin Ederington |
|---|
| Name: | L. Benjamin Ederington |
|---|---|
| Title: | Senior Vice President, General |
| Counsel, Chief Administrative Officer and Secretary |
Date: June 21, 2021
EX-99.1
Exhibit 99.1
Westlake Significantly Expands its Presence in the Growing North American Home Construction Materials Markets by Acquiring Boral’sNorth American Building Products Businesses
| • | Westlake Chemical Corporation will acquire Boral Ltd.’s North American building products businesses for$2.15 billion |
|---|---|
| • | Acquisition will nearly double Westlake ’ s building products business by adding leadingbrands in the premium roofing; siding, trim and shutters; decorative stone; and windows business in North America |
| --- | --- |
| • | Additional product lines will broaden Westlake’s footprint into the fast-growing housing markets in NorthAmerica |
| --- | --- |
HOUSTON – June 20, 2021 – Westlake Chemical Corporation (NYSE: WLK) today announced that it has entered into a definitive agreement with Boral Industries Inc., a wholly owned subsidiary of Boral Limited (ASX: BLD), under which Westlake will acquire Boral’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. The proposed transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the second half of 2021, subject to the receipt of regulatory clearance as well as other customary closing conditions.
The combination of Westlake’s leading building products with Boral’s product lines creates a stronger business with significantly increased scale, greater product and geographical diversity, and enhanced growth prospects throughout the North American building products market. Westlake expects the proposed transaction to be accretive to its earnings in the first full year of combined operations and expects cost synergies of approximately $35 million per year.
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.
“This transaction will bring well-established and high-quality architectural solutions and premium product brands in roofing; siding, trim and shutters; decorative stone; and windows to complement our existing businesses, including Royal Building Products’ siding, trim and molding, DaVinci composite roofing, NAPCO Pipe and Fittings, and specialty PVC compounding business,” said Westlake President and Chief Executive Officer, Albert Chao. “The combination of Boral North America’s product lines with Westlake’s building products businesses will greatly expand our housing-related building products business and extend our presence in North America. We look forward to welcoming the Boral employees to the Westlake family and realizing the tremendous opportunities to grow the combined businesses.”
Transaction Details
Westlake will purchase Boral’s building products businesses for $2.15 billion in cash. The purchase price is subject to customary adjustments, including working capital adjustments.
The proposed transaction is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Deutsche Bank Securities Inc. is acting as financial advisor and Baker Botts L.L.P. is acting as legal counsel to Westlake. BofA Securities is acting as financial advisor and Alston & Bird LLP is acting as legal counsel to Boral.
Conference Call and Webcast
Westlake will hold a conference call to discuss the proposed transaction at 10:00 a.m. Eastern Time on Monday, June 21, 2021. To access the conference call through a live audio webcast, visit Westlake’s Investor Relations page at https://investors.westlake.com/events-and-presentations/default.aspx. The conference call also can be accessed by dialing (855) 760-8160 or (704) 288-0624 for international callers and referencing access code 2963369. Participants should dial in approximately 15 minutes before the call. Individuals who dial in will be asked to identify themselves and their affiliations.
A replay of the call may be accessed through Westlake’s Investor Relations page, or by dialing (855) 859-2056 or (404) 537-3406 for international callers. The access code is 2963369. Archived replays of the live webcast will be available on Westlake’s Investor Relations page beginning approximately two hours after the call and will be available until Monday, June 28, 2021 at 11:59 p.m. Eastern Time.
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 web site at www.westlake.com.
About Boral Limited
Boral is an international building products and construction materials group. In Australia, Boral is the largest integrated construction materials supplier, producing and selling a broad range of construction materials, including quarry products, cement, fly ash, concrete, asphalt and recycled materials, as well as timber, roofing and masonry products. In North America Boral has leading fly ash and building products businesses including roofing, manufactured stone products, lightweight trim and siding, and windows. Employing around 17,500 employees and contractors, Boral’s operations span some 650 operating and distribution sites in Australia and North America.
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Contacts
Media Relations – L. Benjamin Ederington – 1-713-585-2900
Investor Relations – Steve Bender – 1-713-585-2900
Forward-Looking Statements
The statements in this release that are not historical statements, including statements regarding the integration of Boral’s building products businesses, the expected benefits of the proposed transaction, including expected synergies and accretion, the expected timing of closing and whether required regulatory approval will be obtained, 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 factors including, but not limited to: the timing to consummate the proposed transaction; the conditions to closing of the proposed transaction may not be satisfied or the closing of the proposed transaction otherwise does not occur; the risk that HSR approval is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating Boral’s operations and the ultimate outcome of Westlake’s operating efficiencies applied to Boral’s products and services; the effects of the proposed transaction, including the combined company’s future financial condition, results of operations, strategy and plans; expected synergies and other benefits from the proposed transaction and the ability of Westlake to realize such synergies and other benefits; results of litigation, settlements, and investigations; and other 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, recent Current Reports on Form 8-K filed by Westlake, and other SEC filings. These filings also discuss some of the important risk 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.
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EX-99.2
Westlake Chemical Corporation Westlake Significantly Expands its Presence in the Growing North American Home Construction Materials Markets by Acquiring Boral’s North American Building Products Businesses (‘BNA’) June 21, 2021 Exhibit 99.2
Acquisition Significantly Expands Westlake’s Leading Positions in Fast Growing Home Building Products Acquisition of Boral Limited’s North America building products business (‘BNA’) adds significant scale and product diversification to Westlake to broaden its leading Building Products business: BNA has leading positions in Concrete & Clay Roofing, Decorative Stone, and Plastic Shutters; as well as strong positions in Stone Coated Metal Roofing, Texas Windows, and Premium Siding Westlake has leading positions in Vinyl Trim and Molding, Composite Roofing, PVC Pipe and Fittings, and Vinyl Siding Consistent with Westlake’s vertical integration strategy Broadens Westlake’s leading positions in home building products and materials Expected to enhance margin stability at Westlake Attractive growth opportunities with secular strength in home construction and remodeling BNA concentrated in high growth West and South regions of U.S. complements Westlake’s strong positions in Northeast and Midwest Several product categories benefitting from favorable material substitution trends Complements Westlake’s existing building products distribution channels Expected annual cost synergies of $35 million plus additional revenue synergies from enhanced cross-selling opportunities Transaction expected to close in the second half of 2021 Transaction expected to be accretive in the first full year of combined operations
Transaction Overview Business, Structure and Consideration BNA is a leading North American building products company with leading positions in roofing, siding, trim, plastic shutters, decorative stone, and windows BNA employs approximately 4,600 persons across 29 manufacturing sites in the U.S. and Mexico generating in excess of $1 billion of revenue during fiscal year ending June 30, 2020 $2.15 Billion purchase price, subject to customary adjustments No assumed debt in acquisition Financing Expect to use at least $1 billion of cash on hand and subsequent debt issuance to fund purchase Westlake expects to maintain strong investment grade credit metrics post-acquisition Transaction Closing Transaction subject to customary closing conditions, including regulatory approvals Transaction expected to close in the second half of 2021
Key Highlights to Combination Further enhances Westlake’s position in home building products in the attractive North American housing market that is benefitting from long term secular growth Significantly enhances scale and diversification of Westlake’s leading building products business to create a building products company comparable in size and scale to large stand-alone public peers Additional value creation by capturing cost and revenue synergies from enhanced cross-selling opportunities Combination builds on Westlake’s history of strategic growth and successful acquisition integration Westlake expects to maintain its investment grade credit metrics and strong financial profile 1 2 3 4 5
BNA Business Overview Siding, Trim and Shutters Roofing Decorative Stone Vinyl Windows
BNA Business Overview
BNA Acquisition Builds on Westlake's History of Integration and Strategic Growth Capacity (MM lbs.) Vinyls Olefins Company Begins Operation in Lake Charles Acquired VCM in Calvert Started Petro 1 Acquired PVC Plant Acquired Geismar VCM/PVC Plant Acquired 1 Pipe Plant Acquired 3 Pipe Plants Calgary Window Plant Started Suzhou China Film Plant Increased LDPE By 500 MM/lbs Acquired Calvert City CA plant Started Petro 2 Started Poly 3 Started Suzhou PVC Plant Started Styrene Acquired 3 Pipe Plants IPO 20th Anniversary Acquired Longview PE plants Acquired Vinnolit Calvert City Ethylene / PVC Expansion Acquired Certain Teed specialty pipe business Petro 2 Expansions 1986 to 2020 Capacity CAGR of 15.2% Acquired Axiall Petro 1 Ethylene Expansion Calvert City Ethylene Expansion Additional ownership in JV cracker Acquired NAKAN & DaVinci European & US PVC Expansions
BNA Acquisition Provides Significant Scale and Diversification to Westlake’s Building Products and Infrastructure Materials Business ($ millions) Westlake Pre-BNA Acquisition Westlake Building Products BNA Westlake Post BNA Acquisition Westlake Building Products Post BNA Acquisition 2020 Full Year Sales ~$7,500 ~$2,0001 ~$1,100 ~$8,600 ~$3,1001 Sales by segment (LTM 03/31/2021) Sales by region (Full Year 2020) TBU TBU Note: Market data as of 6/17/2021; LTM financials as of 3/31/2021 Source:Company filings, FactSet, industry research Building Products 28% US PVC 18% ChlorAlkali & EU PVC 34% Olefins 21% Vinyl Trim and Molding, Composite Roofing, PVC Pipe & Fittings, Vinyl Siding, and Compounds Building Products 37% US PVC 16% ChlorAlkali & EU PVC 30% Olefins 18% Siding, Trim & Shutters 12% 1 Westlake Building Products Sales Includes Specialty PVC Compounds Business
Combination Creates Building Products Business in Scale on Par to Large Stand-Alone Public Peers 2020 Revenue ($mm) Westlake Building Products Post BNA Acquisition Acquisition creates a Building Products business at Westlake comparable in size to many large publicly traded stand-alone peers Building Products companies consistently trade at premium TEV/EBITDA multiples relative to chemical companies Addition of BNA significantly increases the portion of Westlake attributable to these higher valued earnings and cash flow associated with Building Products TEV / 2021E EBITDA TEV / 2022E EBITDA Current Industry TEV/2021E and 2022E EBITDA multiples Chemical Peers Building Product Peers Note: Market data as of 6/17/2021. Source: Factset, Company filings Fortune Brands pro-forma for Larson acquisition, Cornerstone pro-forma for divestiture of Insulated Metal Panel business, PGT pro-forma for acquiring ownership stake in Eco Window Systems Westlake LyondellBasell Orbia Dow Olin Braskem Trex Azek James Fortune Cornerstone Owens Jeld-Wen Hardie Brands Corning 1 Westlake Building Products Sales Includes Specialty PVC Compounds Business
Secular and Structural Strength in Housing Supports Attractive Opportunities in PVC and Building Products Growth Source: U.S. Bureau of the Census, OECD Demographics Support Continued Housing Demand Growth Secular trends to drive U.S. housing demand growth, which will benefit Westlake’s Building Products and PVC businesses: Favorable demographics with increasing number of U.S. population to be in peak household formation years Underbuilding of homes since 2007-2009 financial recession creates significant cumulative deficit in available homes today Impact from COVID-19 pandemic increasing preferences for single family housing U.S. Population Age 35-44: Peak Household Formation Years U.S. Housing Starts 2000 - 2020 Over Decade of Underbuilding Supports Strong Future Demand 50-Year Average
Repair and Remodeling (‘R&R’) Growth Consistently Exceeds GDP Growth Creating Additional Opportunity Source: Harvard JCHS
Acquisition Builds Upon Westlake’s Focus on ESG Westlake’s products support over half of the 17 Sustainable Development Goals adopted by the United Nations: Acquisition of BNA Building Products increases Westlake’s position to provide durable products to support economical and efficient housing to meet growing U.S. demand These durable building products improve the lives of countless individuals providing affordable and desirable enhancements to every day life These products improve the energy efficiency, health and safety, durability, maintenance, value, comfort and productivity to residential housing, schools, hospitals, and other structures
Value Creation from BNA Acquisition Adds significant scale and product diversification to broaden Westlake’s leading building products business Consistent with Westlake’s vertical integration strategy enhancing margin stability and downstream products Increases portion of Westlake earnings attributable to businesses that trade at premium valuation multiples Further enhances Westlake’s position in home building products in the attractive North American market that is benefitting from long term secular growth Expected annual cost synergies of $35 million plus additional revenue synergies from enhanced cross-selling opportunities Transaction expected to be accretive in the first full year of combined operations Transaction expected to close in the second half of 2021 Westlake expects to maintain investment grade credit metrics and strong financial profile
Safe Harbor Language Investor Relations Contacts Westlake Chemical 2801 Post Oak Boulevard, Suite 600 Houston, Texas 77056 713-960-9111 Steve Bender Executive Vice President & Chief Financial Officer Jeff Holy Vice President & Treasurer The statements in this presentation that are not historical statements, including statements regarding the integration of Boral’s building products businesses, the expected benefits of the proposed transaction, including expected synergies and accretion to earnings, the expected timing of closing and whether required regulatory approval will be obtained, the expected sources of financing the proposed transaction, and the expectation that Westlake will maintain its investment grade rating, 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 factors including, but not limited to: the timing to consummate the proposed transaction; the conditions to closing of the proposed transaction may not be satisfied or the closing of the proposed transaction otherwise does not occur; the risk that HSR approval is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating Boral’s operations and the ultimate outcome of Westlake’s operating efficiencies applied to Boral’s products and services; the effects of the proposed transaction, including the combined company’s future financial condition, results of operations, strategy and plans; expected synergies and other benefits from the proposed transaction and the ability of Westlake to realize such synergies and other benefits; results of litigation, settlements, and investigations; and other 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, recent Current Reports on Form 8-K filed by Westlake, and other SEC filings. These filings also discuss some of the important risk 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.
