Unifrax I LLC signed definitive agreements to acquire Lydall, Inc. (NYSE:LDL) for $1.1 billion on June 21, 2021. Under the terms of the agreement, Unifrax I LLC will pay $62.10 per share in cash for each outstanding share of Lydall, implying a total enterprise value of approximately $1.3 billion. Unifrax has obtained equity and debt financing commitments for the transactions contemplated by agreement. J.P.Morgan has agreed to provide debt financing for the transactions, subject to the terms and conditions set forth in a debt commitment letter. In addition, certain funds managed by affiliates of Unifrax have delivered an equity commitment letter, pursuant to which, upon the terms and subject to the conditions set forth therein, such funds have committed to capitalize Unifrax at the closing of the merger. A syndicate of banks led by J.P. Morgan provided committed debt financing to support Unifrax's acquisition of Lydall. Unifrax currently intends to retain its existing first lien credit facilities, refinance its second lien facility and raise approximately $1.2 billion of new secured and unsecured financings in the debt capital markets. Unifrax is proposing to issue subject to market and other conditions, $700 million aggregate principal amount of Senior Secured Notes due 2028 (the "Secured Notes") and $500 million aggregate principal amount of Senior Notes due 2029 (the "Unsecured Notes" and, together with the Secured Notes, the "Notes") in a private placement transaction the proceeds of which is used to finance the transaction. The transaction will be supported by more than $400 million of additional new cash and equity from investors including Clearlake. Lydall surviving as a wholly owned subsidiary of Unifrax. If the transaction is terminated by Lydall, it will pay a termination fee of $31.5 million in cash however if the transaction is terminated by Unifrax, it will pay a termination fee of $91.7 million in cash. Lydall’s people, technologies and assets will be added to Unifrax I LLC. The transaction is subject to the receipt of required regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approvals of Lydall stockholders and other customary closing conditions. The transaction is not subject to a financing condition. After the transaction, Lydall, Inc. will be de-listed from the New York Stock Exchange. The Board of Directors of Unifrax I LLC and Lydall, Inc. approved the transaction. The Lydall board of directors recommends that Lydall stockholders vote “FOR” the proposal to approve and adopt the merger agreement. At the special meeting held on September 14, 2021, Lydall shareholders approved the transaction. The transaction is expected to close in the second half of 2021. As of September 14, 2021, Lydall and Unifrax anticipate closing within 30 days. As of September 29, 2021, the deal is expected to close on or about October 1, 2021. Morgan Stanley & Co. LLC and JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisors and Luke Guerra, David M. Klein, and Aisha P. Lavinier of Kirkland & Ellis LLP acted as legal advisors to Unifrax. BofA Securities, Inc. acted as the financial advisor and fairness opinion provider and William Aaronson and Daniel Brass, William H. Aaronson, Hilary Dengel, Welton E. Blount, Adam Kaminsky, Betty Moy Huber, Ronan P. Harty, William A. Curran, Matthew J. Bacal of Davis Polk & Wardwell LLP acted as the legal advisors to Lydall. Unifrax I LLC completed the acquisition of Lydall, Inc. (NYSE:LDL) on October 8, 2021. The combined company will be led by John Dandolph as President and Chief Executive Officer.