NOVA CHEMICALS CORPORATION ANNOUNCES CASH TENDER OFFER RESULTS FOR ITS 4.875% SENIOR NOTES DUE 2024
CALGARY, AB, Feb. 12, 2024
CALGARY, AB, Feb. 12, 2024 /PRNewswire/ - NOVA Chemicals Corporation ("NOVA Chemicals") announced today the expiration and results of its previously announced cash tender offer (the "Tender Offer") for any and all of the outstanding U.S.$650,000,000 aggregate principal amount of its 4.875% Senior Notes due 2024 (the "Notes"). The Tender Offer was made pursuant to an Offer to Purchase, dated February 5, 2024 (the "Offer to Purchase") and the related Notice of Guaranteed Delivery (the "Notice of Guaranteed Delivery" and together with the Offer to Purchase, the "Offer Documents"), which set forth a more comprehensive description of the terms of the Tender Offer.
As reported by Global Bondholder Services Corporation, the information agent and tender agent for the Tender Offer, as of 5:00 p.m., New York City time, on February 9, 2024 (such date and time, the "Expiration Time"), U.S.$348,491,000 in aggregate principal amount of the Notes, representing approximately 53.61% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer. This amount does not include U.S.$2,152,000 aggregate principal amount of the Notes from holders who have submitted a Notice of Guaranteed Delivery in accordance with the guaranteed delivery procedures described in the Offer Documents.
Holders who (i) validly tendered their Notes and did not validly withdraw on or before the Expiration Time or (ii) delivered a properly completed and duly executed Notice of Guaranteed Delivery and all of the other required documents on or before the Expiration Time and validly tender (and do not withdraw) their Notes prior to 5:00 p.m., New York City time, on February 13, 2024, and whose Notes are accepted for purchase by NOVA Chemicals, will receive the "Tender Offer Consideration" indicated in the table below. In addition, accrued and unpaid interest on the Notes accepted for purchase from the most recent interest payment date of the Notes up to, but not including, the settlement date, which is the date hereof (the "Settlement Date"), will be paid in cash on the Settlement Date or the Guaranteed Delivery Settlement Date (as defined below), as applicable. With respect to any Notes tendered and accepted for purchase pursuant to the guaranteed delivery procedures, the holders thereof will receive payment of the Tender Offer Consideration for such accepted Notes (to the extent that such Notes were not delivered prior to the Expiration Time) on the guaranteed delivery settlement date, which is expected to be February 14, 2024 (the "Guaranteed Delivery Settlement Date").
Certain information regarding the Notes and the terms of the Tender Offer is summarized in the table below.
Targeted Tender Amount
Any and All
(1) The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase, not including accrued and unpaid interest on the Notes accepted for purchase from the most recent interest payment date of the Notes up to, but not including, the Settlement Date.
NOVA Chemicals' obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the consummation of an offering of new senior notes raising aggregate gross proceeds of U.S.$650,000,000 on terms satisfactory to NOVA Chemicals, as further described in the Offer to Purchase (the "New Offering"). On February 5, 2024, we priced the New Offering, which is expected to close today, subject to customary closing conditions. NOVA Chemicals is making the Tender Offer only in those jurisdictions where it is legal to do so.
RBC Capital Markets, LLC and TD Securities (USA) LLC, are acting as dealer managers for the Tender Offer and can be contacted at their respective telephone numbers set forth on the back cover page of Offer to Purchase with questions regarding the Tender Offer.
The Offer Documents are available electronically at https://www.gbsc-usa.com/nova/. Copies of the Offer Documents are also available to holders of Notes from Global Bondholder Services Corporation, the information agent and the tender agent for the Tender Offer. Requests for copies of the Offer Documents should be directed to Global Bondholder Services Corporation at +1(855) 654-2014 (toll free), +1(212) 430-3774 (collect) or firstname.lastname@example.org.
None of the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Tender Offer has been made solely on the terms and conditions set forth in the Offer Documents. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of NOVA Chemicals or any of its affiliates. The Tender Offer is not being made to, nor will NOVA Chemicals accept tenders of Notes from, holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. No recommendation is made as to whether holders should tender their Notes. Holders should carefully read the Offer Documents because they contain important information, including the various terms and conditions of the Tender Offer.
Certain statements included in this release are "forward-looking statements" within the meaning of the U.S. federal securities laws, including statements about the New Offering and the intended use of proceeds therefrom and the Tender Offer. All forward-looking statements involve risks and uncertainties which could affect our actual results and could cause our actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, NOVA Chemicals. Further information regarding the important factors that could cause actual results to differ from projected results can be found in the Offer to Purchase.
NOVA Chemicals develops and manufactures chemicals and plastic resins that make everyday life healthier, easier and safer. Our employees work to ensure health, safety, security and environmental stewardship through our commitment to Sustainability and Responsible Care®. NOVA Chemicals, headquartered in Calgary, Alberta, Canada, is wholly owned ultimately by Mubadala Investment Company PJSC of the Emirate of Abu Dhabi, United Arab Emirates, which, in turn is wholly owned by the government of the Emirate of Abu Dhabi.
The NOVA Chemicals logo is a registered trademark of NOVA Brands Ltd.; authorized use/utilisation autorisée.
Responsible Care is a registered trademark of the Chemistry Industry Association of Canada.
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SOURCE NOVA Chemicals Corporation