WESTLAKE CHEMICAL CORP false 0001262823 0001262823 2021-08-19 2021-08-19 0001262823 us-gaap:CommonStockMember 2021-08-19 2021-08-19 0001262823 us-gaap:SeniorNotesMember 2021-08-19 2021-08-19

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 19, 2021

 

 

Westlake Chemical Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32260   76-0346924

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

2801 Post Oak Boulevard, Suite 600

Houston, Texas

  77056
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (713) 960-9111

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value   WLK   The New York Stock Exchange
1.625% Senior Notes due 2029   WLK 29   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 1.01.

Entry into a Material Definitive Agreement.

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.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Forward-Looking Statements

The statements in this Current Report on Form 8-K that are not historical facts, but forward-looking statements, including the closing of the Offering, could be adversely affected by a variety of known and unknown risks, uncertainties and other factors that are difficult to predict and many of which are beyond the Company’s control. The Company’s expectations may or may not be realized or may be based upon assumptions or judgments that prove to be incorrect. For more detailed information about the factors that could cause actual results to differ materially from such forward-looking statements, please refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021, the prospectus supplement and accompanying base prospectus relating to the Offering and the Company’s other filings with the Securities and Exchange Commission.

Important Information for Investors and Stockholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Description

4.1    Indenture, dated as of January 1, 2006, by and among Westlake Chemical Corporation, the potential subsidiary guarantors listed therein and JPMorgan Chase Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2006, File No. 1-32260).
4.2    Form of Fourteenth Supplemental Indenture (including the form of Notes), dated as of August 19, 2021, between Westlake Chemical Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.3    Form of 0.875% Senior Note due 2024 (included in Exhibit 4.2).
4.4    Form of 2.875% Senior Note due 2041 (included in Exhibit 4.2).
4.5    Form of 3.125% Senior Note due 2051 (included in Exhibit 4.2).
4.6    Form of 3.375% Senior Note due 2061 (included in Exhibit 4.2).
5.1    Opinion of Baker Botts L.L.P.
23.1    Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

          WESTLAKE CHEMICAL CORPORATION
Date: August 19, 2021       By:  

/s/ L. Benjamin Ederington

        L. Benjamin Ederington
       

Senior Vice President, General Counsel, Chief Administrative

Officer and Secretary

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