HOUSTON, January 26, 2022 /PRNewswire/ — Eco Material Technologies Inc. (the “Company”) today announced that it has priced its previously announced offer (the “Offer”) of $525 million aggregate principal amount of senior secured green notes (the “Notes”) pursuant to a private placement to qualified purchasers under Rule 144A and Regulation S of the Securities Act of 1933, as amended ( the Securities Act). The notes will bear interest at 7.875% per annum and will mature in 2027. The offering size has been increased from the previously announced offering size of $500 million in aggregate principal amount.
Closing of the Offer is scheduled February 9, 2022, subject to customary closing conditions. The Company intends to use the net proceeds of the Notes offering to fund the acquisition (the “Acquisition”) whereby the Company will acquire the North American fly ash business of Boral Limited (“Boral Resources”) and will combine it with Green Cement, Inc. (“Green Cement”), paying related transaction fees and for general corporate purposes.
The Notes have not been and will not be registered under securities law or any state securities law. The Securities may not be offered or sold in United States except pursuant to an exemption or in connection with a transaction not subject to the registration requirements of securities law and applicable state securities laws. The Notes have been offered, by the original purchasers, only to persons reasonably considered to be “qualified institutional purchasers” on the basis of the exemption from registration provided by Rule 144A under the securities law and to certain non-U.S. persons in offshore transactions based on Regulation S
This press release is issued pursuant to Rule 135(c) of the Securities Act and does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such an offer, solicitation or sale be unlawful.
About Eco Material Technologies Inc.
Upon completion of the acquisition, the Company will be the largest marketer and marketer of fly ash and one of the leading producers of sustainable cementitious products in United States. We will also be the first domestic, environmentally-focused, near-zero carbon cement producer in the country. We will be the leading marketer and distributor of fly ash, with a volume share of approximately 50% in United States and the only true national footprint of the industry’s logistics networks and distribution channels. We will maintain facilities at over 100 locations and utilize an extensive network of over 50 unique distribution terminals. We will also maintain patented technology that can use fly ash and other supplemental cementitious materials to produce innovative low-carbon products as green substitutes for Portland cement. We will also advantageously use fly ash which cannot be marketed today (approximately 50% of what is produced today in United States) transforming it with its technology into a high value-added manufactured product with environmental benefits.
This press release contains “forward-looking statements”. All statements, other than statements of historical facts, included in this press release, regarding our strategy, future operations, financial condition, estimated earnings and losses, projected costs, outlook, plans and management are forward-looking statements. When used in this press release, the words “could”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project” and similar expressions are intended to identify forward-looking statements, but not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions regarding future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, prospective purchasers should bear in mind the risk factors and other cautionary statements described under “Risk Factors” in the preliminary offering memorandum, dated January 24, 2022 (the “Offering Memorandum”).
We caution you that these forward-looking statements are subject to all risks and uncertainties inherent in our business and the acquisition, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, our ability to receive any third-party regulatory consents or approvals that arise in connection with the acquisition or satisfy other conditions necessary to complete the acquisition; difficulties and delays in integrating the businesses of Boral Resources and Green Cement following the completion of the acquisition or the full realization of the cost savings, synergies and other anticipated benefits of the acquisition; the possibility that the results of operations, cash flows and financial condition of the combined company after the acquisition may differ materially from the unaudited pro forma condensed combined financial information presented throughout this offering memorandum; the obligations and liabilities of Boral Resources and Green Cement, some of which may be unforeseen or unknown, may be greater than expected; business uncertainties of the combined company following the acquisition; risks relating to the diversion of the attention and time of the respective management teams of Boral Resources or Green Cement from ongoing business concerns; the potential impairment of our goodwill or long-lived assets if our fair value declines or our estimated future cash flows decline, or impairments or write-offs, restructurings and impairments or other charges that could be required of the Combined Company as a result of the Acquisition; waivers of closing conditions of the Acquisition Agreement that may adversely affect Noteholders; incurring substantial debt to finance the acquisition; risks related to the novel coronavirus COVID-19 pandemic; changes in general economic and business conditions, including changes in consumer demand, preferences and levels of confidence, availability and cost of credit in a rising interest rate environment, supplier prices , personal discretionary income levels and interest rates; fluctuations in exchange rates and limitations on foreign currency convertibility; the occurrence of natural disasters and other business continuity risks; our ability to access external financing necessary to fund our growth and meet competitive challenges; no new loans to be offered on the basis of LIBOR as of January 1, 2022, which could affect the interest rates paid on our floating rate debt and result in an increase in our interest expense; the seasonality of our customers’ purchasing habits; the concentration of sales to large customers; changes in the combined company’s gross margin and/or product mix; the dependence and trends of capital expenditure budgets in the industries in which Green Cement and Boral Resources operate; our ability to comply with federal, state and local laws and regulations, including those related to tax, environmental, health and safety matters; compliance with and changes to government regulations or enforcement practices, particularly with respect to environmental, health and safety matters; changes in laws and regulations governing our operations and those of Green Cement and Boral Resources, including trade restrictions, consumer protection, accounting standards and tax requirements; our ability to attract, retain and develop an effective management team or changes in the cost, availability or turnover rate of an appropriate workforce to manage and support our operating strategies; our ability to maintain secure and reliable information systems to conduct our business, including the integrity and security of customer and employee information; our acquisition strategy, including integration risks relating to recent historical acquisitions and integration risks relating to future acquisitions in addition to those associated with the Acquisition; the occurrence of uninsured liabilities resulting from operational risks, cybersecurity breaches or other incidents involving our assets or operations; adverse results of litigation or regulatory actions involving Boral Resources, Green Cement or the combined company, including related to the acquisition; decreasing supply of fresh fly ash due to the phasing out of coal as a source of power generation over time; a significant portion of our business relies on coal-fired power plants as a source of fly ash, some of which may be decommissioned; and the other risks described under “Risk Factors” in the Offering Memorandum. Should one or more of the risks or uncertainties described in this press release materialize, or should underlying assumptions prove incorrect, our actual results and plans may differ materially from those expressed in the forward-looking statements.
Should one or more of the risks or uncertainties described in this press release materialize, or should underlying assumptions prove incorrect, our actual results and plans may differ materially from those expressed in the forward-looking statements.
All forward-looking statements, express or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may make.
Except as otherwise required by applicable law, we disclaim any obligation to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. .
Myvan Huynh, Controller
SOURCE Eco Material Technologies Inc.