Unifrax gets required consents for 7½% notes consent solicitation

By Toni Weeks

San Luis Obispo, Calif., July 28 – Unifrax I LLC said it received the necessary consents to approve certain amendments to the indenture governing its 7½% senior notes due 2019.

The consent solicitation expired at 5 p.m. ET on July 28. The company received consents of holders representing a majority of the principal amount of the notes by July 25, prior to the expiration date, according to a press release. The expiration date had previously been scheduled for 5 p.m. ET on July 18 and was extended on the same date.

As a result of receiving the needed consents, Unifrax and co-issuer Unifrax Holding Co. have entered into a supplemental indenture with the Bank of New York Mellon, the trustee for the notes, that effects the amendments.

The company is paying $22.50 per $1,000 principal amount for consents, increased from the original offer of $10.00 per $1,000 principal amount.

Unifrax announced the solicitation on July 10, saying it was seeking consents from holders of at least a majority of notes to:

• 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 Shandong Luyang; and

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

The company made a further addition to the proposed amendments on July 18, requesting an amendment to the restricted payments covenant in the note indenture.

Unifrax said the consent payment will be settled on two dates. Half will be paid promptly following the consent 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 in Shandong Luyang.

Goldman Sachs & Co. was the solicitation agent (800 828-3182 or call collect 212 902-6941). D.F. King & Co., Inc. was 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.

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