GCP Applied Technologies Announces Proposed Private Offering of Senior Notes
CAMBRIDGE, MA - March 26, 2018 – GCP Applied Technologies Inc. (NYSE: GCP) (“GCP”) announced today that it intends, subject to market and other customary conditions, to offer senior notes due 2026 (the “Notes”). The Notes will be fully and unconditionally guaranteed by certain of GCP’s subsidiaries. The Notes and the related guarantees will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act (the “offering”).
In addition, GCP intends to amend its existing revolving credit facility to, among other things, (i) increase the revolving commitments thereunder to up to $350 million, (ii) extend the maturity thereof by approximately two years, and (iii) make certain other changes to the covenants and other provisions therein (the “credit facility amendment”, and together with the offering, the “financing transactions”).
GCP intends to apply the net proceeds from the offering, together with up to $50 million of borrowings under its credit facility and cash on hand, (i) to redeem and/or satisfy and discharge all of its $525 million aggregate principal amount of outstanding 9.500% Senior Notes due 2023 (the “2023 Notes”) in accordance with the terms of the indenture governing such 2023 Notes, (ii) to pay fees and expenses related to the foregoing and the financing transactions and (iii) for general corporate purposes.
The closing of the credit facility amendment is subject to obtaining lender commitments and consents, as well as market and other conditions. However, the offering is not conditioned on consummation of the credit facility amendment. If GCP does not consummate the credit facility amendment on or prior to the date the Notes are first issued, less than all of the 2023 Notes will be redeemed in connection with the offering.
The Notes and the related guarantees have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
There is no assurance that the Notes will be issued or upon what terms. This news release is not an offer to purchase, nor a solicitation of an offer to sell, any securities, and shall not constitute a notice of redemption with respect to any outstanding notes of GCP.