Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 1, 2021, Royal Building Products (USA) Inc. (the “Purchaser”), a wholly owned subsidiary of Westlake Chemical Corporation (“Westlake”), completed its previously announced acquisition (the “Acquisition”) from Boral Industries Inc. (the “Seller”) of 100% of the issued and outstanding equity interests of certain subsidiaries of the Seller engaged in Boral Limited’s (“Boral”) North American building products businesses in roofing, siding, trim and shutters, decorative stone and windows (the “Target Companies”), pursuant to the Equity Purchase Agreement, dated as of June 20, 2021 (the “Purchase Agreement”), by and among Boral Building Products Inc., Boral Stone Products LLC, Boral Lifetile Inc., Boral Windows LLC, the Seller, the Purchaser and, solely for the limited purposes set forth therein, Boral and, solely for the limited purposes set forth therein, Westlake.
As a result of the Acquisition, the Target Companies became wholly owned subsidiaries of the Purchaser or its affiliates. The purchase price of the Acquisition was $2.15 billion in cash. The purchase price is subject to certain post-closing adjustments as set forth in the Purchase Agreement. The Purchase Agreement also includes a potential earn-out payment from the Purchaser to the Seller of up to $65 million if Boral’s windows business generates EBITDA in excess of a specified target in its fiscal year ending June 30, 2024. The terms and provisions of the Purchase Agreement are described in Westlake’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2021, which is incorporated herein by reference.
The source of funds used in connection with the Acquisition included cash and cash equivalents on hand, including a portion of the proceeds from the previously completed offering of $300,000,000 aggregate principal amount of 0.875% senior notes due 2024, $350,000,000 aggregate principal amount of 2.875% senior notes due 2041, $600,000,000 aggregate principal amount of 3.125% senior notes due 2051 and $450,000,000 aggregate principal amount of 3.375% senior notes due 2061 (collectively the “Notes Offering”), pursuant to that certain Fourteenth Supplemental Indenture, dated as of August 19, 2021, between Westlake and The Bank of New York Mellon Trust Company, N.A., as trustee, to that certain Indenture, dated as of January 1, 2006, by and among Westlake, 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. A portion of the proceeds from the Notes Offering was used to finance other previously announced acquisitions of Westlake and for general corporate purposes. For more information regarding the Notes Offering, please see Westlake’s Current Reports on Form 8-K filed with the SEC on August 6, 2021 and August 19, 2021, each of which is incorporated herein by reference.