Item 1.01.
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Entry into a Material Definitive Agreement.
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Westlake Chemical Corporation (the “Company”) is scheduled to close its previously announced registered public offering (the “Offering”) of $300,000,000 aggregate principal amount of its 0.875% senior notes due 2024 (the “2024 Notes”), $350,000,000 aggregate principal amount of its 2.875% senior notes due 2041 (the “2041 Notes”), $600,000,000 aggregate principal amount of its 3.125% senior notes due 2051 (the “2051 Notes”) and $450,000,000 aggregate principal amount of its 3.375% senior notes due 2061 (the “2061 Notes” and, together with the 2024 Notes, the 2041 Notes and the 2051 Notes, the “Notes”) on August 19, 2021. The 2024 Notes will mature on August 15, 2024, the 2041 Notes will mature on August 15, 2041, the 2051 Notes will mature on August 15, 2051 and the 2061 Notes will mature on August 15, 2061. The Notes will be issued pursuant to an indenture, dated as of January 1, 2006 (the “Base Indenture”), by and among the Company, the potential subsidiary guarantors listed therein and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, National Association), as trustee (the “Trustee”), as supplemented and amended by a fourteenth supplemental indenture, dated as of August 19, 2021 (the “Fourteenth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
The Indenture will contain covenants that, among other things, restrict the Company’s and certain of its subsidiaries’ ability to incur certain secured indebtedness, engage in certain sale and leaseback transactions and consolidate, merge or transfer all or substantially all of its assets. These covenants will be subject to significant exceptions. The Indenture will also contain customary events of default.
The foregoing descriptions of the Base Indenture and the Fourteenth Supplemental Indenture are qualified in their entirety by reference to the complete text of, respectively, the Base Indenture, a copy of which is incorporated by reference as Exhibit 4.1 hereto, and the Fourteenth Supplemental Indenture, a copy of which is attached as Exhibit 4.2 hereto. In connection with the Offering, the Company is also filing certain other items listed below as exhibits to this Current Report on Form 8-K. Each of the items filed as exhibits to this Current Report on Form 8-K is hereby incorporated by reference herein.