In connection with the proposed acquisition of Innophos Holdings, Inc. by certain investment funds managed by One Rock Capital Partners, LLC, Iris Merger Sub 2019, Inc. and Innophos announced today that Merger Sub intends to commence a private offering of $300 million in aggregate principal amount of senior unsecured notes due 2028. The Offering is part of the financing for the Acquisition, and there can be no assurance that the Acquisition or the Offering will be completed.
Merger Sub intends to use the net proceeds of the Offering, together with cash on hand at Innophos, an equity contribution from a One Rock-managed fund and certain co-investors, and borrowings under a new seven-year senior secured term loan facility, to pay the cash consideration in connection with the Acquisition, repay Innophos' existing indebtedness, fund cash to Innophos' balance sheet, and pay related fees and expenses.
The Notes will be offered in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to certain persons outside the United States pursuant to Regulation S, each under the Securities Act. The Notes have not been and will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the rules promulgated thereunder.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Innophos
Innophos is a leading international producer of essential ingredients. We partner with world-leading health & nutrition, food & beverage and industrial brands to create science-based solutions that improve quality of life. Our knowledgeable teams apply science to unlock the potential that lies within the blends and formulations that we deliver. Forward-thinking and people-centric at heart, we execute with purpose and efficiency to create value in everything we do. Headquartered in Cranbury, New Jersey, Innophos has manufacturing operations across the United States, in Canada, Mexico and China.
About One Rock Capital Partners, LLC
One Rock makes controlling investments in companies with potential for growth and operational improvement using a rigorous approach that utilizes highly experienced Operating Partners to identify, acquire and enhance businesses in select industries. The involvement of these Operating Partners affords One Rock the ability to conduct due diligence and consummate acquisitions and investments in all types of situations, regardless of complexity. One Rock works collaboratively with company management and its Operating Partners to develop a comprehensive business plan focused on growing the enterprise and its profitability to enhance long-term value. For more information, visit www.onerockcapital.com.
