UL Solutions Prices Private Offering of Senior Notes

NORTHBROOK, Ill.--(BUSINESS WIRE)--UL Solutions Inc. (the “Company”) today announced that it has priced a private offering (the “Offering”) of $300 million aggregate principal amount of 6.500% senior notes due 2028 (the “Notes”). The Notes will be guaranteed on a senior unsecured basis by the Company’s wholly owned subsidiary, UL LLC.

The Notes will pay interest semiannually beginning on April 20, 2024. The Notes may be redeemed, in whole or in part, at any time prior to September 20, 2028, at par plus a premium, and at any time on or after September 20, 2028, at par plus, in each case, accrued and unpaid interest, if any. The Notes will mature on October 20, 2028.

The Company intends to use the cash proceeds of the Offering, together with borrowings under its credit facility and cash on hand, to fund a $600 million special dividend to UL Standards & Engagement, the sole stockholder of the Company, and to pay fees and expenses incurred in connection with the Offering. The Company anticipates that the closing of the Offering will take place on or about October 20, 2023, subject to market and other customary closing conditions.

The intended dividend will provide UL Standards & Engagement, a nonprofit organization that translates safety science into action through standards development, partnerships and advocacy, with additional funds to advance its nonprofit mission.

The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. The Offering will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act. The Company also intends to enter into a registration rights agreement in connection with the Offering, under which it will agree to consummate an offer to exchange the Notes pursuant to a registration statement filed with the Securities and Exchange Commission within 730 days after the original issue date of the Notes.

This communication shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About UL Solutions Inc.

A global leader in applied safety science, UL Solutions Inc. transforms safety, security and sustainability challenges into opportunities for customers in more than 100 countries. UL Solutions Inc. delivers testing, inspection and certification services, together with software products and advisory offerings, that support our customers’ product innovation and business growth. The UL Certification Marks serve as a recognized symbol of trust in our customers’ products and reflect an unwavering commitment to advancing our safety mission. We help our customers innovate, launch new products and services, navigate global markets and complex supply chains, and grow sustainably and responsibly into the future. Our science is your advantage.

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this communication may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding this offering, our expected growth and future capital expenditures are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “would,” “likely,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “continue” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. We caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.