Rain Carbon Inc. Announces Commencement of Cash Tender Offer For Up to $480.0 Million of its 7.250% Senior Secured Notes due 2025

STAMFORD, Conn., July 26, 2023 /PRNewswire/ -- Rain Carbon Inc. (the "Company") announced today that it has commenced a cash tender offer (the "Tender Offer") to purchase up to $480.0 million (the "Maximum Tender Amount") of its outstanding 7.250% Senior Secured Notes due 2025 (the "Notes").

The terms and conditions of the Tender Offer are described in an Offer to Purchase, dated July 26, 2023 (the "Offer to Purchase"). The following table summarizes the material pricing terms for the Tender Offer. 

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The Tender Offer will expire at 5:00 P.M., New York City time, on August 23, 2023, unless extended or earlier terminated by the Company (the "Expiration Time"). No tenders submitted after the Expiration Time will be valid. The total consideration payable to holders of Notes for each $1,000 principal amount of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on August 9, 2023 (such date and time, as it may be extended, the "Early Tender Deadline") and accepted for purchase pursuant to the Tender Offer will be $1,000.70 (the "Total Consideration"), which includes the early tender payment of $30.00 (the "Early Tender Payment"). Holders of Notes tendering their Notes after the Early Tender Deadline will only be eligible to receive the Tender Offer Consideration, which is the Total Consideration less the Early Tender Payment.

Tendered Notes validly delivered may be withdrawn from the Tender Offer at or prior to the Early Tender Deadline. Any Notes validly tendered on or prior to the Early Tender Deadline that are not validly withdrawn prior to the Early Tender Deadline may not be withdrawn thereafter.  In addition, any Notes validly tendered after the Early Tender Deadline may not be withdrawn or revoked, except as required by law.

If Notes are validly tendered in an aggregate principal amount in excess of the Maximum Tender Amount pursuant to the Tender Offer, such tendered Notes will be subject to proration (as described in the Offer to Purchase).  The Company reserves the right, but is not obligated, to increase the Maximum Tender Amount in its sole and absolute discretion without extending the Early Tender Deadline or otherwise reinstating withdrawal or revocation rights, except as required by applicable law.

Subject to the satisfaction or waiver of the conditions to the Tender Offer (including the Financing Condition (as such term is defined below)), the Company expects to accept for purchase an amount of Notes up to the Maximum Tender Amount that are validly tendered and not validly withdrawn at or prior to the Early Tender Deadline on the Early Settlement Date (as defined in the Offer to Purchase), which is currently expected to be within five business days following the Early Tender Deadline or as promptly as practicable thereafter. Subject to the satisfaction or waiver of the conditions to the Tender Offer (including the Financing Condition), the Company will purchase any remaining Notes, up to the Maximum Tender Amount, that have been validly tendered and not validly withdrawn at or prior to the Expiration Time and the Company chooses to accept for purchase promptly following the Expiration Time on the Final Settlement Date (as defined in the Offer to Purchase), which is expected to occur  within three business days following the Expiration Time or as promptly as practicable thereafter.

The consummation of the Tender Offer is subject to, and conditioned upon, the satisfaction or 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 (the "Financing Condition").

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, the Notes or any other securities of the Company or any of its subsidiaries.  No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Goldman Sachs & Co. LLC is the dealer manager in the Tender Offer.  D.F. King & Co., Inc. has been retained to serve as both the tender agent and the information agent for the Tender Offer.  Questions regarding the Tender Offer should be directed to Goldman Sachs & Co. LLC at (800) 828-3182 (U.S. Toll-Free) or (212) 902-5962 (Collect). Requests for copies of the Offer to Purchase and other related materials should be directed to D.F. King & Co., Inc. at (email) [email protected], (866) 416-0577 (U.S. Toll-Free) or (212) 269-5550 (Collect).

None of the Company, its boards of directors, the dealer manager, the depositary or the information agent, the trustee with respect to the Notes or any of the Company's affiliates makes any recommendation as to whether holders of the Notes should tender any Notes in response to the Tender Offer. The Tender Offer is made only by the Offer to Purchase. 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, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offer is required to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Rain Carbon Inc.

Rain Carbon Inc. is a leading vertically integrated global producer of carbon-based products that are essential raw materials for staples of everyday life. We operate in two business segments: Carbon and Advanced Materials. Our Carbon business segment converts the byproducts of oil refining and steel production into high-value, carbon-based products that are critical raw materials for the aluminum, graphite electrode, carbon black, wood preservation, titanium dioxide, refractory and several other global industries. Our Advanced Materials business segment extends the value chain of our carbon processing through the innovative downstream transformation of a portion of our carbon output and other raw materials into high-value, eco-friendly and advanced-material products that are critical raw materials for the specialty chemicals, coatings, construction, automotive, petroleum and several other global industries.

Forward Looking Statements

This press release contains certain forward-looking information and forward-looking statements as defined in applicable securities laws (collectively referred to as "forward-looking statements"). Forward-looking statements include: statements regarding the terms and timing for completion of the Tender Offer, including the acceptance for purchase of any Notes validly tendered and the expected Early Tender Deadline, Expiration Time and settlement dates thereof; and the satisfaction or waiver of certain conditions of the Tender Offer, including the Financing Condition.

Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that may cause actual results to vary include, but are not limited to, inadequate investor response on adequate terms to the issuance of debt intended to satisfy the Financing Condition, conditions in financial markets and investor response to the Company's Tender Offer.

Readers are cautioned against unduly relying on forward-looking statements. Forward-looking statements are made as of the date of the relevant document and, except as required by law, the Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information or future events or otherwise.

Press Contact

Alan Chapple
Rain Carbon Inc.
Ten Signal Road, Stamford, CT USA
Tel +1 203 517 2818
[email protected]

SOURCE Rain Carbon Inc.