LEHIGH VALLEY, Pa.,
Sept. 21, 2016 /PRNewswire/
-- Versum Materials, Inc. ("Versum"), the planned Electronic
Materials Division spin-off company from Air Products (NYSE: APD),
today announced the pricing of an offering of $425 million aggregate principal amount of 5.50%
senior notes due 2024 (the "Notes") at par.
The Notes are being issued in anticipation of Air Products'
proposed pro rata distribution of Versum common stock to its
stockholders (the "Separation"), and Versum's expected distribution
of the Notes and approximately $550
million in cash to Air Products prior to the Separation, as
more fully described in Versum's amended Registration Statement on
Form 10 filed by Versum with the Securities and Exchange Commission
on September 12, 2016.
The Notes offering is expected to close on September 30, 2016, subject to the expected
consummation of the Separation and other customary closing
conditions.
The Notes will be guaranteed on an unsecured senior basis by
each of Versum's subsidiaries that is a guarantor under its senior
credit facilities. The Notes will be effectively subordinated to
all of Versum's existing and future senior secured debt, including
its senior credit facilities, to the extent of the value of the
assets securing such debt.
The Notes and the related guarantees will not be registered
under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities law, and may not be offered or sold
in the United States absent
registration or an applicable exemption from registration under the
Securities Act and applicable state securities laws. The Notes will
be offered only to persons reasonably believed to be qualified
institutional buyers under Rule 144A under the Securities Act and
to non-U.S. persons in compliance with Regulation S under the
Securities Act. This press release does not constitute an offer to
sell any security and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offer or sale would be
unlawful.
About Versum Materials
With $1
billion in sales in fiscal 2015, Versum Materials has
approximately 1,900 employees, and 14 manufacturing and six
research and development facilities in the Americas and
Asia. Versum Materials is
comprised of two primary business segments, Materials (74% of
fiscal 2015 revenues) and Delivery Systems and Services (26% of
fiscal 2015 revenues). It participates in six of seven key
semiconductor process steps, supplying high purity specialty
process gases, cleaners and etchants, slurries, organosilanes and
organometallics deposition films, and equipment.
About Air Products
Air Products (NYSE: APD) is a
world-leading Industrial Gases company celebrating 75 years of
operation. The company's core Industrial Gases business provides
atmospheric and process gases and related equipment to
manufacturing markets, including refining and petrochemical,
metals, electronics, and food and beverage. Air Products is also
the world's leading supplier of liquefied natural gas process
technology and equipment. The company's Materials Technologies
business serves the semiconductor, polyurethanes, cleaning and
coatings, and adhesives industries.
The company had fiscal 2015 sales of $9.9
billion and has a current market capitalization of more than
$30 billion. Approximately 19,000
employees in 50 countries strive to make Air Products the world's
safest and best performing Industrial Gases company, providing
sustainable offerings and excellent service to all customers. For
more information, visit www.airproducts.com.
Note: This news release contains "forward-looking
statements," including statements about the plans of Air Products
and Versum for completion of the spin-off and the related Notes
offering, the expected benefits of the spin-off, the tax free
nature of the spin-off, the prospects for the independent companies
following the spin-off and the timing of the spin-off transaction
and related Notes offering. These forward-looking statements are
based on management's reasonable expectations and assumptions as of
the date of this release. Actual results may differ materially from
the expectations expressed in the forward-looking statements
because of many factors not anticipated by management, including,
without limitation, Air Products' ability to obtain or delays in
obtaining regulatory approvals, Air Products' decision not to
consummate or decision to delay the spin-off or the related Notes
offering due to market, economic or other events; the companies'
ability to fully realize the anticipated benefits of the spin-off;
negative effects of the announcement or the consummation of the
proposed spin-off on the market price of Air Products' common
stock; significant transaction costs and or unknown liabilities;
general economic and business conditions that affect the companies
in connection with the proposed spin-off; changes in capital market
conditions; future opportunities that Air Products' board may
determine present greater potential to increase shareholder value,
the ability of the companies to operate independently following the
spin-off; and other risk factors described in Versum's amended
Registration Statement on Form 10. Both Air Products and Versum
disclaim any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained in this
document to reflect any change in assumptions, beliefs or
expectations or any change in events, conditions, or circumstances
upon which any such forward-looking statements are based.
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SOURCE Air Products