Eastman Chemical Company Announces Cash Tender Offer to Purchase Up to an Aggregate Principal Amount of $250 Million of its Outstanding 3.800% Notes due 2025
The Tender Offer is being made upon, and is subject to, the terms and conditions set forth in the Offer to
Title of Security |
CUSIP / ISIN
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Principal
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Tender Cap
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Bloomberg
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Fixed Spread
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Early Tender
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3.800% notes due 2025 |
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277432AR1 / US277432AR19 |
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1.750% UST due
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FIT3 |
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22.5 bps |
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(1) |
The applicable page on Bloomberg from which the Dealer Managers named below will quote the bid side price of the Reference Security (as defined below). In the above table, “UST” denotes a |
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(2) |
The Total Consideration (as defined below) for Notes validly tendered at or prior to the Early Tender Deadline (as defined below) and accepted for purchase will be calculated using the applicable Fixed Spread and is inclusive of the Early Tender Premium (as defined below). |
Details of the Tender Offer:
The Tender Offer will expire at
The consideration paid in the Tender Offer for the Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be determined in the manner described in the Offer to
The Company reserves the right, subject to compliance with applicable law, to increase, decrease or eliminate the Tender Cap without extending the Early Tender Deadline, the Withdrawal Deadline or the Expiration Date, which could, in each case, result in the Company purchasing a greater or lesser aggregate principal amount of the Notes.
If the Tender Offer is not fully subscribed as of the Early Tender Deadline, subject to the Tender Cap, the Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline will be accepted for purchase in priority to the Notes validly tendered following the Early Tender Deadline, subject to the satisfaction or waiver of all conditions of the Tender Offer. If the Tender Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender their Notes after such Early Tender Deadline will not have any of their Notes accepted for payment. The Notes may be subject to proration if the aggregate principal amount validly tendered and not validly withdrawn is greater than the Tender Cap.
Payment for the Notes that are validly tendered prior to or at the Early Tender Deadline and that are accepted for purchase will be made promptly after the Early Tender Deadline (the “Early Settlement Date”). The Company anticipates that the Early Settlement Date will be
The Tender Offer is not conditioned upon the tender of any minimum principal amount of the Notes. The Company’s obligation to accept for purchase, and to pay for, the Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to and conditioned upon the satisfaction or waiver of a number of conditions described in the Offer to
The Company reserves the right, subject to applicable law, in its sole discretion, to (i) waive any and all conditions of the Tender Offer at any time and from time to time, (ii) extend or terminate the Tender Offer, (iii) increase, decrease or eliminate the Tender Cap without extending the Early Tender Deadline, Withdrawal Deadline or Expiration Date, or (iv) otherwise amend the Tender Offer in any respect.
The Notes that are validly tendered and accepted for purchase in the Tender Offer will be purchased by the Company and retired and canceled and will no longer remain outstanding obligations of the Company.
If a holder of the Notes does not tender its Notes or if a holder of the Notes tenders Notes that are not accepted for purchase, they will remain outstanding. If the Company consummates the Tender Offer, any existing trading market for any outstanding Notes may become more limited. For a discussion of this and other risks, see “Risk Factors” in the Offer to
The Company has retained
For additional information regarding the terms of the Tender Offer, please contact:
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO
THE OFFER TO
NONE OF THE COMPANY, THE DEALER MANAGERS, THE TENDER AND INFORMATION AGENT, OR THE TRUSTEE, NOR ANY OF THEIR RESPECTIVE AFFILIATES, IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER NOTES IN RESPONSE TO THE TENDER OFFER. EACH HOLDER MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER NOTES AND, IF SO, AS TO WHAT AGGREGATE PRINCIPAL AMOUNT OF NOTES TO TENDER. HOLDERS SHOULD CONSULT THEIR OWN TAX, ACCOUNTING, FINANCIAL AND LEGAL ADVISORS AS THEY DEEM APPROPRIATE REGARDING THE SUITABILITY OF THE TAX, ACCOUNTING, FINANCIAL AND LEGAL CONSEQUENCES OF PARTICIPATING OR DECLINING TO PARTICIPATE IN THE TENDER OFFER.
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Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act (Section 27A of the Securities Act of 1933, as amended and Section 21E of the Exchange Act). Forward-looking statements address a variety of subjects, including, for example, the terms and timing for completion of the Tender Offer, including the acceptance for purchase of any Notes validly tendered. Forward-looking statements are all statements, other than statements of historical fact, that may be made by the Company from time to time. In some cases, you can identify forward-looking statements by terminology such as “anticipates”, “believes”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “forecasts”, “will”, “would”, “could”, and similar expressions, or expressions of the negative of these terms. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risks and uncertainties related to market conditions and satisfaction of customary closing conditions related to the completion of the Company’s offering and sale of new debt securities and the risks and uncertainties described in the Offer to
Forward-looking statements are based upon certain underlying assumptions as of the date such statements were made. Such assumptions are based upon internal estimates and other analyses of current market conditions and trends, management expectations, plans, and strategies, economic conditions, and other factors. Forward-looking statements and the assumptions underlying them are necessarily subject to risks and uncertainties inherent in projecting future conditions and results. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions and expectations proves to be inaccurate or is unrealized. The most significant known factors, risks, and uncertainties that could cause actual results to differ materially from those in the forward-looking statements are identified and discussed under “Management’s Discussion and Analysis of Financial Conditions” and “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the year ended
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Media:
423-224-0498 / tracy@eastman.com
Investors:
212-835-1620 / griddle@eastman.com
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