Unifrax solicits consents for 7½% notes to permit affiliate’s purchase of Shandong Luyang stock

By Jennifer Chiou

New York, July 10 – Unifrax I LLC announced the start of the consent solicitation for its 7½% senior notes due 2019.

The consent deadline is 5 p.m. ET on July 18. The solicitation applies to holders of record as of July 9.

The company is seeking tenders from holders of at least a majority of notes in order to complete, among other things, the following:

• Permit an affiliate’s proposed purchase of about 29% of the outstanding shares of Shandong Luyang Share Co., Ltd.;

• Allow Unifrax to include in the calculation of EBITDA contained in the indenture certain costs, fees and expenses incurred in connection with the solicitation and certain amendments to the company's existing credit facility;

• Remove any requirement to provide pro forma or historical financial information regarding the Shandong Luyang; and

• Provide for a possible permanent prepayment of amounts outstanding under Unifrax’s existing credit facility in connection with an escrow agreement.

Those who participate will receive a consent consideration equal to $10.00 per $1,000 principal amount of notes.

The consideration will be settled on two dates. Half will be paid promptly following the July 18 deadline, and the remaining 50% will be paid following the satisfaction or waiver on or prior to May 31, 2015 and Unifrax receiving financing in an amount sufficient to fund the Investment.

Goldman Sachs & Co. is the solicitation agent (800 828-3182 or call collect 212 902-6941). D.F. King & Co., Inc. is the information agent (212 269-5550 for banks and brokers or 800 714-3312).

The issuer is a Tonawanda, N.Y.-based supplier of high-temperature insulation products. Unifrax Holding Co. is the co-issuer of the notes.

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