Eco Material Technologies Inc. Announces Upsizing and Pricing of Offering of $125.0 Million of Additional 7.875% Senior Secured Green Notes Due 2027
PR Newswire
6 min read
SOUTH JORDAN, Utah, Jan. 22, 2024 /PRNewswire/ -- Eco Material Technologies Inc. (the "Company") today announced the pricing of its previously announced offering (the "Offering") of $125.0 million aggregate principal amount of additional 7.875% Senior Secured Green Notes due 2027 (the "New Notes") in a private placement to eligible purchasers under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the "Securities Act") at a price of 99.26% of the face value of the New Notes. The aggregate principal amount represents an increase in the size of the Offering of $25,000,000 from the previously announced offering of $100,000,000. The sale of the New Notes is expected to close on January 31, 2024, subject to market conditions and other factors.
Eco Material Technologies Logo (PRNewsfoto/Eco Material Technologies Inc)
The New Notes are being offered as additional notes under an indenture, dated February 9, 2022, as supplemented by the supplemental indenture dated February 10, 2022 (the "Indenture"), pursuant to which the Company previously issued and sold $525 million aggregate principal amount of 7.875% Senior Secured Green Notes due 2027 (the "Initial Notes"). The New Notes will be guaranteed by Eco Material Technologies Parent Inc. and each of the Company's existing and future restricted subsidiaries that guarantee the obligations under the Company's credit facility, and will have identical terms as the Initial Notes, other than the issue date and offering price, and will be treated as a single class of securities with the Initial Notes under the Indenture. The Company intends to use the net proceeds from the Offering for general corporate purposes, including the financing of capital projects.
The New Notes to be offered have not been registered under the Securities Act or any state securities laws. The New Notes may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The New Notes will be offered, by the initial purchaser, only to persons reasonably believed to be "qualified institutional buyers" in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S.
This press release is being issued pursuant to Rule 135(c) under the Securities Act, and it 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 would be unlawful.
About Eco Material Technologies Inc.
We are the largest marketer and distributer of fly ash and one of the leading producers of sustainable cementitious products in the United States. We are also the first national, environmentally focused, near-zero carbon cement producer in the country. We maintain facilities at over 115 sites and utilize an extensive network of over 50 unique distribution terminals. We also maintain patented technology that can utilize fly ash and other supplementary cementitious materials to produce innovative, low carbon products as green substitutes for portland cement. We also beneficially use fly ash that is unmarketable today (approximately 50% of what is produced today in the United States) by transforming it with our technology into a high value manufactured product with environmental benefits.
Forward-Looking Statements
This press release includes "forward-looking statements." All statements, other than statements of historical fact, included in this press release, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of 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, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations and assumptions about 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 keep in mind the risk factors and other cautionary statements described under "Risk factors" in the Preliminary Offering Memorandum, dated January 22, 2024 (the "Offering Memorandum").
We caution you that these forward-looking statements are subject to all of the risks and uncertainties incident to our business, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, changes in general economic and business conditions, including changes in consumer demand, preferences and confidence levels, the availability and cost of credit in a rising interest rate environment, supplier pricing, levels of discretionary personal income and interest rates; changes in foreign currency exchange rates and limitations on the convertibility of foreign currencies; the occurrence of natural disasters and other business continuity hazards; our ability to access external financing necessary to fund our growth and meet competitive challenges; the seasonality of buying patterns of our customers; the concentration of sales to large customers; changes in the Company's gross margin and/or product mix; the dependence upon and trends in capital spending budgets in the industries in which we 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 in governmental regulations or enforcement practices, especially with respect to environmental, health and safety matters; changes in laws and regulations governing our operations, including trade restrictions, consumer protections, accounting standards and taxation requirements; our ability to attract, retain and grow an effective management team or changes in the cost, availability or turnover rate of a suitable 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; the occurrence of uninsured liabilities arising from operating hazards, cybersecurity breaches or other incidents involving our assets or operations; the decrease in supply of fresh fly ash due to the phase out of coal as a source of power generation over time and a substantial portion of our business relies on coal power plants as source of fly ash, some of which may retire; 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 occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.
All forward-looking statements, expressed 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 issue.
Except as otherwise required by applicable law, we disclaim any duty 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.
