Westlake Corporation Commences Cash Tender Offer for 3.600% Senior Notes Due 2026
Westlake Corporation (NYSE: WLK) (“Westlake” or the “Company”) today announced the commencement of a cash tender offer (the “Offer”) to purchase any and all of its outstanding 3.600% Senior Notes due 2026 (the “Notes”). The tender offer is being made on the terms and subject to the conditions set forth in Westlake’s Offer to Purchase, dated November 4, 2025 (the “Offer to Purchase”).
The purpose of the Offer is to proactively manage and extend the maturity profile of Westlake’s outstanding indebtedness, consistent with the Company’s ongoing commitment to maintaining a strong balance sheet and financial flexibility. The Company intends to fund the purchase of Notes validly tendered and accepted for purchase with the net proceeds from a concurrent offering of new senior notes, as further described in the Offer to Purchase. The Offer is conditioned upon the successful completion of that new notes offering, among other customary conditions.
Details of the Tender Offer
Under the terms of the Offer, Westlake will purchase for cash any and all of the outstanding 3.600% Senior Notes due 2026. The Offer will expire at 5:00 p.m., New York City time, on November 10, 2025, unless extended or earlier terminated by Westlake (such date and time, as may be extended or terminated, the “Expiration Date”).
Holders of Notes who wish to participate must validly tender and not validly withdraw their Notes before the Expiration Date in order to be eligible to receive the applicable consideration, plus accrued and unpaid interest from the last interest payment date to, but not including, the settlement date.
The settlement date for Notes validly tendered and accepted for purchase is expected to occur on or about November 12, 2025 (the “Settlement Date”), unless the Offer is extended or terminated in accordance with its terms. Holders who deliver a valid Notice of Guaranteed Delivery at or prior to the Expiration Date and complete the related procedures will have until 5:00 p.m., New York City time, on November 13, 2025 to tender their Notes under the guaranteed delivery provisions. Payment for Notes tendered via guaranteed delivery is expected to occur on or about November 14, 2025, the third business day following the Expiration Date.
The amount of cash payable for each $1,000 principal amount of Notes validly tendered and accepted for purchase (the “Consideration”) will be determined as described in the Offer to Purchase. The Consideration will include accrued and unpaid interest up to, but not including, the applicable Settlement Date. Westlake expects to announce the pricing and consideration for the Offer on the Price Determination Date, as specified in the Offer to Purchase.
Amendment, Extension, or Termination of the Offer
The tender offer is not conditioned on any minimum amount of Notes being tendered. However, Westlake reserves the right, subject to applicable law, to amend, extend, or terminate the Offer at any time in its sole discretion. Any such actions will be disclosed in accordance with applicable securities laws and the terms of the Offer to Purchase.
Notes validly tendered may be withdrawn at any time prior to the Expiration Date, but not thereafter, except as may be required by applicable law. Holders of Notes are urged to carefully read the Offer to Purchase and related materials before making any decision with respect to the Offer.
Funding and Purpose of the Offer
Westlake intends to fund the repurchase of the Notes with the net proceeds from a concurrent offering of new senior notes, together with available cash on hand, if necessary. The Offer is conditioned upon the successful completion of that notes offering.
The primary purpose of the Offer is to extend the maturity of Westlake’s outstanding indebtedness and enhance its long-term financial profile. The Company believes that repurchasing the 2026 Notes through this Offer will allow it to reduce near-term refinancing risk, optimize its capital structure, and support continued financial flexibility to pursue strategic growth initiatives.
Following the completion or termination of the Offer, Westlake and/or its affiliates may, from time to time, purchase additional Notes in the open market, in privately negotiated transactions, through tender or exchange offers, or by exercising its rights of redemption under the applicable indenture governing the Notes. However, Westlake is under no obligation to do so, and there can be no assurance as to whether or when any such additional repurchases or redemptions will occur.
Dealer Managers and Information Agent
Westlake has engaged J.P. Morgan Securities LLC and Wells Fargo Securities, LLC to act as dealer managers in connection with the Offer. Global Bondholder Services Corporation has been retained to serve as the depositary and information agent for the Offer.
For additional information regarding the Offer, holders of Notes may contact:
- J.P. Morgan Securities LLC – Toll-free: +1 (866) 834-4666; Collect: +1 (212) 834-7489
- Wells Fargo Securities, LLC – Toll-free: +1 (866) 309-6316; Collect: +1 (704) 410-4759
Requests for copies of the Offer to Purchase and related documents may be directed to Global Bondholder Services Corporation at:
- Banks and Brokers: +1 (212) 430-3774
- All Others (Toll-free): +1 (855) 654-2015
- Email: contact@gbsc-usa.com
- Website: https://www.gbsc-usa.com/westlake
No Recommendation
None of Westlake, the dealer managers, the depositary, the information agent, or the trustee (nor any director, officer, employee, agent, or affiliate of any such person) makes any recommendation as to whether holders of Notes should tender or refrain from tendering their Notes pursuant to the Offer. No one has been authorized by any of these parties to make such a recommendation. Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount to tender, based on their own assessment and individual circumstances, including consideration of the information contained in the Offer to Purchase and any other relevant factors.
Additional Information and Legal Notices
This press release is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell, or a solicitation of tenders of any securities. The Offer is being made only pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
The Offer to Purchase contains important information that should be read carefully before any decision is made with respect to the Offer. Copies of the Offer to Purchase and related documents are available from the information agent as described above.
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