Consolidated Energy Finance S.A. (the “Company”) announced today that it has commenced a cash tender offer to purchase (the “Tender Offer”) up to $210,000,000 aggregate principal amount of its Senior Floating Rate Notes due 2022 (the “Notes”).
Information related to the Notes and the Tender Offer is set forth in the table below.
| Title of Security | Outstanding Aggregate Principal Amount | Maximum Tender Amount | CUSIP / ISIN | Tender Offer Consideration(1) | Early Tender Payment(2) | Total Consideration(1)(3) | ||||||
| Senior Floating Rate Notes due 2022 | $425,000,000 | $210,000,000 | Reg S: L1957QAC4 / USL1957QAC44 Rule 144A: 20914UAC0 / US20914UAC09 | $970 | $30 | $1,000 | ||||||
| (1) | Per $1,000 principal amount of Notes validly tendered and accepted for payment. |
| (2) | Per $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to the Early Tender Deadline (as defined below) and accepted for payment. |
| (3) | Includes the relevant Tender Offer Consideration and Early Tender Payment. |
The Tender Offer will expire at 11:59 p.m., New York City time, on July 15, 2021, unless extended or earlier terminated by the Company (such time and date, as the same may be extended or earlier terminated, the “Expiration Time”). In order to be eligible to receive the Total Consideration (as described below) for tendered Notes, holders must validly tender and not validly withdraw their Notes prior to 5:00 p.m., New York City time, on June 30, 2021, unless extended or earlier terminated by the Company (such time and date, as the same may be extended or earlier terminated, the “Early Tender Deadline”).
The Tender Offer is subject to the satisfaction or waiver of certain conditions as described in the offer to purchase (the “Offer to Purchase”) in relation to the Tender Offer that is being sent to holders of the Notes, including (1) the successful drawings of amounts in respect of an incremental term loan provided in accordance with a credit facility agreement entered into, among others, Consolidated Energy AG as the parent guarantor, Consolidated Energy Finance S.A. as a term facility borrower and a revolving facility borrower and Methanol Holdings (Delaware) LLC (“MHTL (Delaware)”) as a term facility borrower (“CEL Facility Agreement”) and/or the revolving credit facility provided in accordance with the CEL Facility Agreement, and (2) certain general conditions, in each case as described in more detail in the Offer to Purchase. If any of the conditions are not satisfied, the Company may terminate the Tender Offer and return tendered Notes, may waive unsatisfied conditions and accept for payment and purchase all validly tendered Notes, may extend the tender offer or may otherwise amend the Tender Offer.
The “Total Consideration” for each $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer will be an amount equal to $1,000 payable in cash to holders that validly tender their Notes prior to the Early Tender Deadline, plus accrued and unpaid interest.
The Total Consideration set forth above includes an “Early Tender Payment” of $30 per $1,000 principal amount of Notes, payable only to holders that validly tender and do not validly withdraw their Notes prior to the Early Tender Deadline. Holders of Notes who validly tendered after the Early Tender Deadline will not receive an Early Tender Payment.
Notes validly tendered prior to the Early Tender Deadline may be validly withdrawn at any time prior to the Early Tender Deadline. Notes validly tendered prior to the Early Tender Deadline may not be validly withdrawn after the Early Tender Deadline.
The Notes may be subject to proration if the aggregate principal amount of Notes validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded. In the event any tendered Notes are not accepted for purchase due to proration, they will be promptly returned or credited to the Holder’s account.
All Notes purchased pursuant to the Tender Offer will be cancelled.
The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase. Holders are urged to read the Offer to Purchase carefully when they become available.
The Company has engaged Morgan Stanley & Co. LLC to act as dealer manager (the “Dealer Manager”) for the Tender Offer. Persons with questions regarding the Tender Offer should contact Morgan Stanley & Co. LLC toll-free at (800) 624-1808 or collect at (212) 761-1057. Requests for documents should be directed to D.F. King & Co., Inc., acting as tender and information agent (the “Tender and Information Agent”) for the Tender Offer, at (212) 269-5550 (for banks and brokers) or (800) 591-8263 (for noteholders) or by email at [email protected].
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase with respect to any of the Notes. The Tender Offer is being made pursuant to the Tender Offer documents, including the Offer to Purchase that the Company is distributing to holders of the Notes. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction. None of the Company, the Dealer Manager, the Tender and Information Agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Tender Offer.
Forward-Looking Statements
Statements made in this news release which describe the Company’s intentions, expectations, beliefs or predictions may be forward-looking statements within the meaning of securities laws. Forward-looking statements include statements preceded by, followed by, or including the words “believes,” “expects,” “anticipates,” “plans,” “estimates,” “projects,” “forecasts,” or similar expressions. Examples of forward looking statements in this news release are statements about the expected size and timing of the Tender Offer. The Company cautions that, by their nature, forward-looking statements involve risk and uncertainty and the Company’s actual results could differ materially from those expressed or implied in such statements. The Company does not intend, and the Company disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Consolidated Energy Finance S.A.