MRO Magazine

Brigade Capital Management Sends Letter to the Board of Axiall Corporation


February 1, 2016
By Business Wire News

NEW YORK

Brigade Capital Management, LP (“Brigade”), a large stockholder of Axiall Corporation (“Axiall” or the “Company”) (NYSE:AXLL) with an approximate 2% stake, today sent a letter to Axiall’s Chairman of the Board of Directors, Mark L. Noetzel outlining its views on the proposal from Westlake Chemical Corporation (“Westlake”) to acquire Axiall’s outstanding shares for $20 per share. While Brigade agrees that Westlake’s proposal is inadequate, it is disappointed that Axiall did not engage more fully in substantive discussions in order to determine whether an improved offer could be negotiated. Brigade asks the Axiall Board to immediately establish a strategic review process that should include, among other things, a potential sale of Axiall. In addition, Brigade asks that the Company promptly engage in good faith discussions with Westlake.

The full text of the letter is as follows:

Mr. Mark L. Noetzel 
Chairman of the Board 
Axiall Corporation 
1000 Abernathy Road, Suite 1200 
Atlanta, GA 30328

Dear Mr. Noetzel:

Funds managed by Brigade Capital Management, LP (“Brigade”) beneficially own approximately 2% of the common stock of Axiall Corporation (“Axiall” or the “Company”). As a significant owner of Axiall shares, we feel it is important to have an open dialogue with the Company so that views and ideas can be exchanged.

On January 29, 2016, Westlake Chemical Corporation (“Westlake”) announced that it made a proposal to acquire all of the Company’s outstanding shares for $20 per share ($11 per share in cash and $9 per share in Westlake stock).

We trust that Axiall’s review of the Westlake proposal was – and that its deliberations regarding any subsequent third party proposals or other alternatives will be – guided solely by your views as to what is in the best interests of Axiall’s shareholders. We believe that fiduciary duties mandate that you act in a manner that is designed to maximize the value of the Axiall stock for the benefit of the shareholders, whether with respect to the Westlake proposal or any other possible bidder or transaction.

While we too deem Westlake’s $20 per share offer as inadequate, we are disappointed that Axiall did not engage more fully in substantive discussions in order to determine whether an improved offer could be negotiated. Given the significant underperformance of Axiall shares over the last 12 months and the recent Westlake proposal, Brigade asks that the board immediately establish a strategic review committee and/or process (comprised of independent directors) that should include, among other things, very serious consideration of a potential sale of the entire Company. We also ask that the Company promptly engage in good faith discussions with Westlake, with a goal of negotiating a fair price for Axiall shareholders.

Brigade’s investment in Axiall equity is based on (1) a favorable cyclical outlook for chloralkali and vinyls (together, chlorovinyls), which we expect to improve off of trough conditions over the next two to three years, (2) the significant undervaluation of the Company’s shares, which are trading at depressed multiples of replacement value and cash flow, (3) the sizable self-help opportunities currently available to the Company given its sub-par performance relative to best-in-class peers (e.g., the Company’s employee productivity is a mere fifth, and its fixed asset productivity is only 60% that of the industry leader), and (4) the potential for transformative combinations that would improve prospects for the industry, including Axiall.

Brigade believes that the combination with Westlake is logical (at the right price) because (1) it brings together two major North American chlorovinyls players with the potential to fully back integrate into raw materials, coupled with Westlake’s investment grade balance sheet, (2) it improves the industry structure and sets the stage for greater earnings stability across the cycle for the combined entity, and (3) it transfers underperforming assets to an acknowledged efficient operator.

Although the current proposal undervalues Axiall on a standalone basis, not to mention its value to Westlake once synergies are accounted for, the proposed structure does offer the benefit of allowing Axiall shareholders to participate in the cyclical recovery via ownership in the combined entity.

In this regard and importantly, we oppose the use of so-called “poison pills” or other similar impediments that may serve to prevent shareholders from considering whether to accept a potentially value enhancing proposal. Please note that Brigade reserves all its rights should Axiall choose not to comply with our requests.

We look forward to further productive dialogue with you.

Very truly yours,

Donald E. Morgan, III 
Managing Member of the General Partner of Brigade Capital Management, LP

About Brigade Capital Management

Brigade Capital Management, LP is an SEC-registered investment advisor focusing on investing in the global high-yield market. The firm was founded by Donald E. Morgan and Patrick W. Kelly in 2006 and is headquartered in New York City with affiliated offices in London and Tokyo. The firm employs a multi-strategy, multi-asset class investment approach focused on leveraged balance sheets. The core strategies include long/short credit, distressed debt, capital structure arbitrage and leveraged equities. Brigade Capital Management, LP’s investment process is fundamentally driven, focusing on asset coverage and free cash flow, with an emphasis on capital preservation. The team possesses deep sector expertise throughout the entire leveraged finance market and has extensive experience in capital restructurings and bankruptcy reorganization.

Media:
Sard Verbinnen & Co.
Paul Scarpetta/Meghan Gavigan
212-687-8080