HOUSTON, Jan. 28, 2011 /PRNewswire/ -- Kraton Polymers LLC
and Kraton Polymers Capital Corporation (together, the "Company"),
two subsidiaries of Kraton Performance Polymers, Inc. (NYSE: KRA)
(together with its subsidiaries including the Company, "Kraton"), a
leading global producer of styrenic block copolymers, announced
today the commencement of a tender offer to purchase for cash any
and all of their outstanding 8.125% Senior Subordinated Notes due
2014 (CUSIP No. 50076XAB7) (the "Notes"), and a concurrent
solicitation of consents from the holders of the Notes to amend the
indenture governing the Notes (the "Indenture"). $163 million
in aggregate principal amount of Notes is currently outstanding,
not including Notes held in treasury.
The tender offer and consent solicitation are both scheduled to
expire at 8:00 A.M., New York City time on February 28, 2011, unless extended or earlier
terminated (such time and date, as the same may be extended, the
"Expiration Date"). Holders who validly tender their Notes
and deliver their consents on or before 5:00
P.M. New York City time on
February 10, 2011, unless extended or
earlier terminated (such time and date, as the same may be
extended, the "Early Consent Deadline") will be eligible to receive
a total consideration of $1,017.00
per $1,000 principal amount of the
Notes tendered. Holders who validly tender their Notes and
deliver their consents after the Early Consent Deadline but on or
before the Expiration Date will be eligible to receive a tender
offer consideration of $1,000.00 per
$1,000 principal amount of the Notes,
which is equal to the total consideration minus a consent payment
of $17.00 per $1,000 principal amount of Notes.
Holders will be eligible to receive accrued and unpaid interest
from the most recent interest payment date for the Notes to, but
not including, the applicable payment date for the Notes they
tendered in the tender offer. The payment date for Notes
accepted for purchase will be no later than promptly after the
Expiration Date, or such earlier date as determined by the
Company.
The consents are being solicited to eliminate substantially all
of the restrictive covenants, certain events of default and related
provisions contained in the Indenture. Holders may not tender
their Notes without delivering their consents or deliver their
consents without tendering their Notes.
Concurrently with the tender offer and consent solicitation,
Kraton expects to pursue a refinancing transaction, which may
consist of a senior secured credit facility, an issuance of notes
or a combination of both.
The obligation of the Company to accept for purchase, and to pay
for, Notes validly tendered pursuant to the tender offer is subject
to, and conditioned upon, the satisfaction or waiver of certain
conditions, including the successful completion of a refinancing
transaction, the execution of a supplemental indenture reflecting
the proposed amendments to the Indenture and other customary
general conditions.
Upon the successful completion of its refinancing transaction,
the Company will issue a notice to redeem any and all Notes that
are not purchased in the tender offer.
Notes delivered pursuant to the tender offer may be validly
withdrawn and consents delivered pursuant to the consent
solicitation may be validly revoked at any time on or before the
earlier to occur of (i) 5:00 P.M.,
New York City time on February 10, 2011 or (ii) the date and time when
the supplemental indenture reflecting the proposed amendments to
the Indenture is executed.
The complete terms and conditions of the tender offer are
described in the Company's Offer to Purchase and Consent
Solicitation Statement dated January 28,
2011, copies of which may be obtained by contacting
D.F. King & Co., Inc. as
Information Agent at (800) 967-7635 (U.S. toll-free) or (212)
269-5550. The company has engaged BofA Merrill Lynch to serve
as Dealer Manager and Solicitation Agent for the tender offer.
Questions regarding the tender offer and consent solicitation
may be directed to BofA Merrill Lynch at (888) 292-0070 (U.S.
toll-free) or (980) 388-9217.
None of the Company, the Dealer Manager and Solicitation Agent
or the Information Agent make any recommendations as to whether
holders should tender their Notes pursuant to the tender offer or
consent to the proposed indenture amendments, and no one has been
authorized by any of them to make such recommendations.
Holders must make their own decisions as to whether to tender
Notes and deliver consents, and, if so, the principal amount of
Notes to tender.
This press release does not constitute a notice of redemption
under the optional redemption provision of the Indenture.
This press release also does not constitute an offer to
purchase, a solicitation of an offer to sell nor a solicitation of
consents with respect to, and Notes or other securities, nor shall
there be any purchase of Notes in any state or jurisdiction in
which such offer, solicitation or purchase would be unlawful prior
to the registration or qualification under the securities laws of
any such jurisdiction. The tender offer and consent
solicitation is being made solely by the Company's Offer to
Purchase and Consent Solicitation Statement dated January 28, 2011.
ABOUT KRATON
Kraton Performance Polymers, Inc., through its operating
subsidiary Kraton Polymers LLC and its subsidiaries, is a leading
global producer of engineered polymers and one of the world's
largest producers of styrenic block copolymers (SBCs), a family of
products whose chemistry was pioneered by Kraton almost 50 years
ago. Kraton's polymers are used in a wide range of applications,
including adhesives, coatings, consumer and personal care products,
sealants and lubricants, and medical, packaging, automotive,
paving, roofing and footwear products. The company offers
approximately 800 products to more than 700 customers in over 60
countries worldwide, and is the only SBC producer with
manufacturing and service capabilities on four continents. Kraton
manufactures products at five plants globally, including its
flagship plant in Belpre, Ohio,
the most diversified SBC plant in the world, as well as plants in
Germany, France, Brazil and Japan. The plant in Japan is operated by an unconsolidated
manufacturing joint venture. For more information on the company,
please visit www.kraton.com.
Kraton, the Kraton logo and design, and the "Giving Innovators
their Edge" tagline are all trademarks of Kraton Polymers LLC.
Some of the statements in this press release, the Company's
Offer to Purchase and Consent Solicitation Statement and elsewhere
contain forward-looking statements. We may also make written or
oral forward-looking statements in our periodic reports on Forms
10-K, 10-Q and 8-K, in press releases and other written materials
and in oral statements made by our officers, directors or employees
to third parties. Statements that are not historical facts,
including statements about our beliefs and expectations, are
forward-looking statements. Forward-looking statements are often
characterized by the use of words such as "believes," "estimates,"
"expects," "projects," "may," "intends," "plans" or "anticipates,"
or by discussions of strategy, plans or intentions. Such
forward-looking statements involve known and unknown risks,
uncertainties, assumptions and other important factors that could
cause the actual results, performance or our achievements, or
industry results, to differ materially from historical results, any
future results, or performance or achievements expressed or implied
by such forward-looking statements. There are a number of risks and
uncertainties that could cause our actual results to differ
materially from the forward-looking statements contained in this
press release, the Company's Offer to Purchase and Consent
Solicitation Statement and elsewhere. Further description of these
risks and uncertainties and other important factors are set forth
under the heading "Cautionary Statements Regarding Forward-Looking
Information" in our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2010, and in our
other filings with the Securities and Exchange Commission.
These risks and uncertainties include, but are not limited
to, conditions in the global economy and capital markets, our
relationship with service providers and raw materials suppliers and
limitations on the availability of raw materials we need to produce
our products.
For Further
Information:
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Investors: H. Gene Shiels
281-504-4886
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Media:
Richard A. Ott 281-504-4720
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(Logo:
http://photos.prnewswire.com/prnh/20100728/DA42514LOGO)
SOURCE Kraton Polymers LLC; Kraton Polymers Capital
Corporation