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.