NOVA Chemicals Corporation Announces Cash Tender Offer And Consent Solicitation For Its Notes Due 2023
CALGARY, AB, April 27, 2021 /PRNewswire/ -- NOVA Chemicals Corporation ("NOVA Chemicals") announced today that it has commenced a cash tender offer (the "Tender Offer") for any and all of the outstanding $500.0 million aggregate principal amount of its 5.25% Senior Notes due 2023 (the "Notes").
In conjunction with the Tender Offer, NOVA Chemicals is also soliciting consents (the "Consent Solicitation") from the holders of the Notes for the adoption of proposed amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture") to (i) eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the indenture governing the Notes and (ii) reduce the minimum required notice period for the redemption of the Notes from 30 days to three business days.
The Tender Offer and Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated April 27, 2021 (as may be amended or supplemented from time to time, the "Offer to Purchase").
Holders who tender Notes must also consent to the Proposed Amendments to the Indenture. Holders of Notes may not deliver consents to the Proposed Amendments without validly tendering the Notes in the Tender Offer and may not revoke their consents without withdrawing the previously tendered Notes to which they relate. The Proposed Amendments will be set forth in a supplemental indenture relating to the Notes and are described in more detail in the Offer to Purchase. Adoption of the Proposed Amendments requires the delivery of consents by holders of Notes of a majority of the aggregate outstanding principal amount of Notes (not including any Notes owned by NOVA Chemicals or any of its affiliates).
Certain information regarding the Notes and the terms of the Tender Offer and the Consent Solicitation is summarized in the table below.
Notes |
CUSIP/ISIN Numbers (144A; Reg S) |
Principal Amount |
Tender Offer |
Early Tender |
Total |
5.25% Senior Notes due 2023 |
66977WAN9 / US66977WAN92; C67111AF8/ USC67111AF82 |
$500,000,000 |
$980.21 |
$30.00 |
$1,010.21 |
_________ |
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(1) Consideration in the form of cash per $1,000 principal amount of Notes that are validly tendered (and not validly withdrawn). Excludes accrued and unpaid |
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(2) The Early Tender Payment will be payable to Holders who validly tender (and not validly withdraw) Notes on or prior to the Early Expiration Time. |
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(3) Includes the Early Tender Payment for Notes validly tendered (and not validly withdraw) on or prior to the Early Expiration Time. |
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The deadline for holders to validly tender Notes and deliver consents and be eligible to receive payment of the Total Consideration (as defined below), which includes the Early Tender Payment (as defined below), will be 5:00 p.m., New York City time, on May 10, 2021, unless extended or earlier terminated by NOVA Chemicals (such date and time, as the same may be modified, the "Early Expiration Time"). The Tender Offer will expire at 11:59 PM, New York City time, on May 24, 2021, unless extended or earlier terminated by NOVA Chemicals (such date and time, as the same may be modified, the "Expiration Time"). Notes tendered may be withdrawn and consents for the Proposed Amendments delivered may be revoked at any time prior to 5:00 p.m., New York City time, on May 10, 2021, unless extended or earlier terminated by us (such date and time, as the same may be extended, the "Withdrawal Deadline"), but not thereafter, except as may be required by applicable law.
The total consideration payable to holders for each U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn pursuant to the Tender Offer will be U.S.$1,010.21 (the "Total Consideration"). The Total Consideration includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of Notes (the "Early Tender Payment") payable only to holders who validly tender (and do not validly withdraw) their Notes and validly deliver (and do not revoke) the related consents at or prior to the Early Expiration Time. Holders who validly tender (and do not validly withdraw) their Notes after the Early Expiration Time but at or prior to the Expiration Time will be eligible to receive U.S.$980.21 per U.S.$1,000 principal amount of Notes (the "Tender Offer Consideration"), which amount will be equal to the Total Consideration less the Early Tender Payment. In addition, NOVA Chemicals will pay accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent interest payment date on the Notes to, but excluding, the applicable settlement date for such Notes (the "Accrued Interest"). Payment in cash of an amount equal to the Total Consideration, plus Accrued Interest, for such accepted Notes will be made on the early settlement date, which is expected to be within three business days after the Early Expiration Time, or as promptly as practicable thereafter.
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, a financing condition as described in the Offer to Purchase. In addition, subject to applicable law, NOVA Chemicals reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer or Consent Solicitation at any time or (ii) otherwise amend the Tender Offer or the Consent Solicitation in any respect at any time and from time to time. NOVA Chemicals further reserves the right, in its sole discretion, not to accept any tenders of Notes or deliveries of consents with respect to the Notes. NOVA Chemicals is making the Tender Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so.
HSBC Securities (USA) Inc. is acting as dealer manager for the Tender Offer and as solicitation agent for the Consent Solicitation and can be contacted at their telephone numbers set forth on the back cover page of Offer to Purchase with questions regarding the Tender Offer and the Consent Solicitation.
Copies of the Offer to Purchase are available to holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (800) 714-3311 (toll free), +1 (212) 232-3233 (collect) or [email protected].
Neither the Offer to Purchase 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 to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Tender Offer and Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase. 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 and the Consent Solicitation are not being made to, nor will NOVA Chemicals accept tenders of Notes or accept deliveries of Consents from, holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendments to Indenture. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offer Consent Solicitation.
About NOVA Chemicals Corporation
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 of the Emirate of Abu Dhabi, United Arab Emirates.
Visit NOVA Chemicals on the Internet at novachem.com.
NOVA Chemicals Media Contact
Jennifer Nanz, Director, Corporate Communications
e-mail: [email protected]
NOVA Chemicals Investor Relations
Patty Masry, Leader, Financial Reporting & Investor Relations
E-mail: [email protected]
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.
SOURCE NOVA Chemicals Corporation
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