Unifrax Announces Commencement of a Consent Solicitation Relating to the Amendment of the Indenture Governing their 7.50% Senior Notes Due 2019

TONAWANDA, N.Y., July 10, 2014 /PRNewswire/ -- Unifrax I LLC (the "Issuer") and Unifrax Holding Co. (the "Co-Issuer" and together with the Issuer, the "Issuers") announced today the commencement of a solicitation of consents (the "Consent Solicitation") to amend (the "Proposed Amendments") the indenture governing their 7.50% Senior Notes due 2019 (the "Notes"). The Consent Solicitation is being made in accordance with the terms and subject to the conditions stated in a Consent Solicitation Statement dated July 10, 2014 (the "Consent Solicitation Statement"), to holders of record as of 5:00 p.m., New York City time, on July 9, 2014 (collectively, the "Holders"). The Consent Solicitation is scheduled to expire at 5:00 p.m., New York City time, on July 18, 2014, unless extended or earlier terminated (the "Expiration Date").

If validly executed consents from Holders in respect of at least a majority in aggregate principal amount of Notes (the "Requisite Consents") are received on or prior to the Expiration Date and not validly revoked, Holders of Notes who so validly deliver (and do not revoke) such consents will receive consent consideration equal to $10.00 per $1,000 principal amount of Notes for which their consents have been delivered and accepted by the Issuers. Holders who do not provide consents prior to the Expiration Date (or revoke previously provided consents) will not receive any consent consideration, even though the Proposed Amendments, if approved, will bind all Holders and their transferees. The consent consideration will be paid in two installments, with 50% of such consent consideration to be paid promptly following the Expiration Date and the satisfaction or waiver of the applicable conditions.  The remaining 50% will be paid promptly following the satisfaction or waiver, on or prior to May 31, 2015, of certain other applicable conditions, including, among others, that the conditions precedent to the Investment (defined below), including obtaining certain required shareholder, court and regulatory approvals, have been satisfied, and the Issuers receiving financing in an amount sufficient to fund the Investment.

The Consent Solicitation is subject to a number of conditions that are set forth in the Consent Solicitation Statement, including, without limitation, the consent of the Holders of at least a majority in aggregate principal amount of outstanding Notes (the "Requisite Consent") received (and not revoked) by the Expiration Date and the execution and effectiveness of a supplemental indenture effecting the Proposed Amendments. A supplemental indenture giving effect to the Proposed Amendment may be executed any time following receipt of the Requisite Consent and consents may not be revoked on or after the date such supplemental indenture becomes effective. A more comprehensive description of the Consent Solicitation can be found in the Consent Solicitation Statement.

The purpose of the Consent Solicitation is to obtain approval of the Proposed Amendments to enable the Issuers to  (i) permit the proposed purchase by an affiliate of the Issuers (the "Investment") of approximately 29.0% of the outstanding shares of Shandong Luyang Share Co., Ltd. ("Shandong Luyang"); (ii) permit any liens that exist or are deemed to exist in connection with the escrow arrangement established pursuant to the escrow agreement the Issuers will enter into in connection with an issue of additional notes under the Indenture expected to be conducted to finance a portion of the Investment, including without limitation the lien to be granted in favor of the holders of the additional notes on the proceeds from the issuance of such additional notes, related interest and other property, that may be deposited into the related escrow account; (iii) permit the Issuers to include in the calculation of EBITDA contained in the Indenture certain costs, fees and expenses incurred in connection with the Consent Solicitation, the Proposed Amendments, the Investment and the financing thereof and certain amendments to the Company's existing credit facility undertaken in connection with the Investment and the financing; (iv) remove any requirement to provide pro forma or historical financial information regarding the Investment or Shandong Luyang; and (v) provide for a possible permanent prepayment of amounts outstanding under the Issuers' existing credit facility pursuant to an escrow agreement the Issuers will enter into in connection with the financing of the Investment.

The Issuers have retained Goldman, Sachs & Co. to act as Solicitation Agent in connection with the Consent Solicitation. Questions about the Consent Solicitation may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 902-6941 (collect). Requests for copies of the Consent Solicitation Statement and related documents, and assistance relating to the procedures for delivering consents, may be obtained by contacting D.F. King & Co., Inc., the Information and Tabulation Agent, at (212) 269-5550 (banks and brokers) or (800) 714-3312(toll free).

This press release is neither an offer to purchase or sell securities, a solicitation of an offer to purchase or sell securities, nor a solicitation of consents, and no recommendation is made as to whether or not Holders of Notes should consent to the adoption of the Proposed Amendments.  The Consent Solicitation is not being made to Holders of Notes in any jurisdiction in which the making thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Issuer Description

Unifrax I LLC is one of only two worldwide vertically-integrated manufacturers of high temperature refractory and insulating ceramic fiber and engineered products.  Unifrax I LLC has 27 manufacturing facilities and two product development facilities located in 12 countries serving a diverse base of approximately 4,000 customers across more than 80 countries in a wide variety of industries. 

Forward-Looking Statements

This press release contains forward-looking statements.  These forward-looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include such words as "may," "might," "will," "should," "estimate," "project," "plan," "anticipate," "expect," "intend," "outlook," "believe" and other similar expressions that are intended to identify forward-looking statements and information. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties.  Forward-looking statements speak only as of the date they are made and we undertake no obligation to publicly update or revise any of them in light of new information, future events or otherwise, except as required by law. We therefore caution you not to rely on these forward-looking statements.

SOURCE Unifrax I LLC