WESTLAKE CHEMICAL CORP: FD Regulation Disclosure, Other Events, Financial Statements and Supporting Documents (Form 8-K)



Article 7.01. FD Regulation Disclosure.

At July 6, 2021, North American Pipe Company (“NAPCO”), a wholly owned subsidiary of Westlake Chemical Corporation (“Westlake”), issued a press release announcing the Transaction (as defined below). A copy of the press release is provided with this current report on Form 8-K as Exhibit 99.1.

Information provided under this Section 7.01, including Exhibit 99.1, will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference. in a registration statement. filed by Westlake under the Securities Act of 1933, as amended, unless specifically identified as incorporated therein.

Item 8.01. Other Events.

At July 4, 2021, NAPCO has entered into a share purchase agreement (the “Purchase Agreement”) with Aalberts US Holding Corp., a Delaware company (“seller”) and wholly owned subsidiary of Aalberts NV (“Aalberts”), to purchase Lasco Fittings, Inc., a Delaware company (“LASCO”), of the Seller for $ 252.5 million
(the “Transaction”), subject to certain closing date adjustments as set out in the Purchase Agreement.

The Transaction is expected to close in the second half of 2021, subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR ”), And other closing conditions.

The foregoing description of the purchase contract and the transactions contemplated by it does not claim to be complete. A copy of the purchase contract will be deposited with the Security and Trade Commission (“SEC”) as an attachment to Westlake’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2021.

The Purchase Agreement is not intended to provide other factual information about NAPCO, the Seller or any of their respective subsidiaries or affiliates. In particular, the representations and warranties, including the representations contained therein, contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement on the specific dates contained therein, were solely for the benefit of the parties to the purchase contract, may be subject to limitations agreed by the parties to the purchase contract. Certain representations and warranties in the purchase contract may be subject to a materiality standard provided in the purchase contract that differs from those applicable to investors and have been used for the purpose of spreading risk between the parties, rather than ‘establish facts. Investors should not rely on any representations, warranties and covenants or any description thereof as characterizations of the actual state of affairs or condition of NAPCO, the Seller or any of their affiliates or respective affiliates. In addition, information regarding the subject matter of representations and warranties may change after the date of the purchase agreement, which subsequent information may or may not be fully reflected in public disclosures by Westlake or Aalberts. Investors should read the Purchase Agreement as well as other information that Westlake publicly files in reports and statements with the SECOND.

Forward-looking statements

Statements in this current report on Form 8-K that are not historical statements, including statements regarding the closing of the proposed transaction and whether the required regulatory approval will be obtained, are forward-looking statements within the meaning of federal law. on securities. These forward-looking statements are subject to significant risks and uncertainties, many of which are beyond Westlake’s control. Actual results could differ materially, depending on factors including, but not limited to: the timing of the completion of the proposed transaction; the conditions for closing the Proposed Transaction may not be met or the closing of the Proposed Transaction may not otherwise take place; the risk that HSR approval will not be obtained or that it will be obtained under unexpected conditions; the diversion of management time on transaction-related issues; the timing, outcome and ultimate results of the integration of LASCO operations and the ultimate outcome of Westlake operational efficiencies applied to

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LASCO products and services; the effects of the proposed transaction, including the future financial condition of the combined company, results of operations, strategy and plans; synergies and other benefits expected from the proposed transaction and Westlake’s ability to realize these synergies and other benefits; and other risks and uncertainties described in Westlake’s annual report on Form 10-K for the year ended December 31, 2020, which was deposited with the SECOND in February 2021, Quarterly report on Form 10-Q for the quarter ended March 31, 2021, which was deposited with the SECOND in May 2021, recent current reports on Form 8-K filed by Westlake, and others SECOND deposits. These documents also address some of the significant risk factors that may affect Westlake’s business, results of operations and financial condition. Westlake assumes no obligation to publicly revise or update any forward-looking statements for any reason.

Article 9.01. Financial statements and supporting documents.

(d)  Exhibits.

Number       Description

99.1           Press Release dated July 6, 2021.

104          The cover page from this Current Report on Form 8-K, formatted in
             Inline XBRL.

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