| Item 1.01. |
Entry into a Material Definitive Agreement. |
On November 4, 2025, Westlake Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, for themselves and as representatives of the other underwriters named therein (the “Underwriters”), with respect to the issuance and sale in an underwritten public offering (the “Offering”) by the Company of $600,000,000 aggregate principal amount of its 5.550% senior notes due 2035 and $600,000,000 aggregate principal amount of its 6.375% senior notes due 2055 (collectively, the “Notes”) pursuant to the Company’s registration statement on Form S-3 (File No. 333-291208), as amended. The Offering is expected to close on November 6, 2025, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to closing, obligations of the parties and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriters may be required to make because of any of those liabilities.
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 fifteenth supplemental indenture, to be dated as of November 6, 2025 (the “Fifteenth 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 form, terms and provisions of each series of the Notes are further described in the Fifteenth Supplemental Indenture and the prospectus supplement of the Company dated November 4, 2025, together with the related prospectus dated October 31, 2025, as filed with the Securities and Exchange Commission under Rule 424(b)(5) of the Securities Act on November 4, 2025, which description is incorporated herein by reference.
The Company expects to receive net proceeds (after deducting underwriting discounts and commissions, but before paying offering expenses payable by the Company) from the Offering of approximately $1.185 billion. As described in the preliminary prospectus supplement filed in connection with the Offering, the Company intends to use the net proceeds from the Offering to fund the repurchase of the Company’s 3.600% senior notes due 2026, of which $750 million in aggregate principal amount was outstanding as of September 30, 2025, pursuant to a concurrent tender offer for any and all of such notes (the “Tender Offer”). The Company intends to use any remaining net proceeds to fund the purchase price of its pending acquisition of the global compounding solutions business of the ACI/Perplastic Group (the “ACI Acquisition”) and for general corporate purposes, including working capital management. The Offering is not contingent upon the consummation of the ACI Acquisition or the successful completion of the Tender Offer.
The foregoing descriptions of the Underwriting Agreement, the Indenture and the form of the Fifteenth Supplemental Indenture are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, the Indenture and the form of the Fifteenth Supplemental Indenture (including the form of Note for each series), which are attached as Exhibit 1.1, 4.1 and 4.2 to this Current Report on Form 8-K and incorporated by reference herein.
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 and the use of proceeds therefrom, 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
