Unifrax Obtains Committed Debt Financing from J.P. Morgan Led Consortium to Support Clearlake Capital-Backed Acquisition of Lydall, Inc.

TONAWANDA, N.Y., July 21, 2021 /PRNewswire/ -- As previously announced, Unifrax, a leading global provider of high-performance specialty materials focused on thermal management, specialty filtration, battery materials, emission control and fire protection applications backed by Clearlake Capital Group, L.P. ("Clearlake"), signed definitive agreements to acquire Lydall, Inc. (NYSE:LDL, ", Lydall", or the ", Company", ))), a leader in the design and production of specialty filtration materials and advanced material solutions.

With its leading technologies and 23 manufacturing facilities around the world, Lydall is well positioned to capitalize on growth in clean air filtration and electric vehicle adoption, among many other attractive markets. Under the terms of the agreement, Lydall shareholders will receive $62.10 per share in cash for each share outstanding, implying a total enterprise value of approximately $1.3 billion.

A syndicate of banks led by J.P. Morgan provided committed debt financing to support Unifrax's acquisition of Lydall.  Unifrax currently intends to retain its existing first lien credit facilities, refinance its second lien facility and raise approximately $1.2 billion of new secured and unsecured financings in the debt capital markets. The transaction will be supported by more than $400 million of additional new cash and equity from investors including Clearlake.

Disclaimer and Forward Looking Statements

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval.  Any securities offered will not be, and have not been, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This communication contains "forward-looking statements" within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including (among other) statements about Clearlake's or Unifrax's ability to consummate the proposed transaction and/or secure the necessary debt and equity financing to consummate the transaction may be deemed to be forward-looking statements. Forward-looking statements generally can be identified through the use of words such as "believes," "anticipates," "may," "should," "will," "plans," "projects," "expects," "expectations," "estimates," "forecasts," "predicts," "targets," "prospects," "strategy," "signs," and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: the failure to obtain the required vote of Lydall's stockholders, the timing to consummate the proposed transaction, the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, and disruptions in the global credit and financial markets, including diminished liquidity and credit availability. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. These forward-looking statements speak only as of the date of this communication, and neither Clearlake or Unifrax assumes any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on their behalf.

Media Contacts:

For Unifrax

Deborah Myers

Unifrax

Ph: +1 716-768-6465

[email protected]

For Clearlake

Jennifer Hurson

Lambert & Co.

Ph: +1 845-507-0571

[email protected]

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SOURCE Unifrax