Versum Materials, Inc. (“Versum”), the planned Electronic Materials Division spin-off company from Air Products (NYSE:APD), today announced the offering, subject to market and other conditions, of $425 million aggregate principal amount of senior unsecured notes (the “Notes”). Versum is a wholly-owned subsidiary of Air Products. The Notes are being offered for sale by certain selling securityholders that intend to acquire such Notes from Air Products in exchange for debt of Air Products that such selling securityholders have acquired or will acquire.
The Notes offering is being launched 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 (the “SEC”) on September 7, 2016.
The Notes 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.