WILMINGTON, Del., June 4, 2018 /PRNewswire/ -- The Chemours
Company ("Chemours") (NYSE: CC), a global chemistry company
with leading market positions in fluoroproducts, chemical solutions
and titanium technologies, today announced the early tender results
as of 5:00 p.m. New York City time on June 4, 2018 (the "Early Tender Deadline")
of its previously announced tender offer (the "Tender
Offer") to purchase for cash up to $250,000,000 (the "Tender Cap") of its
outstanding 6.625% senior notes due 2023 (the
"Notes").
In connection with the Tender Offer, Chemours also announced the
results as of the Early Tender Deadline of its previously announced
solicitation of consents (the "Consents") from holders of
the Notes (the "Consent Solicitation") to the proposed
amendments to the indenture, dated as of May
12, 2015 (the "Base Indenture"), as
supplemented by the first supplemental indenture, dated as of
May 12, 2015 (the "First
Supplemental Indenture"), which governs the Notes (the First
Supplemental Indenture, together with the Base Indenture, the
"Indenture"), providing for the shortening of the minimum
notice periods under the Indenture for the optional redemption of
the Notes by Chemours (the "Proposed Amendments").
Concurrently with this press release, Chemours also announced the
early tender results of its previously announced tender offer and
consent solicitation with respect to any and all of its
6.125% Senior Notes due May 15,
2023.
The terms and conditions of the Tender Offer and Consent
Solicitation are described in an Offer to Purchase and Consent
Solicitation Statement, dated May 21,
2018 (the "Offer to Purchase and Consent Solicitation
Statement") and related Letter of Transmittal and Consent
(collectively, the "Offer Documents").
As of the Early Tender Deadline, $520,645,000 aggregate principal amount of Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline (the "Early Tender Notes") were received by
Chemours, representing approximately 44.96% of the total
outstanding aggregate principal amount of the Notes. Pursuant to
the Offer Documents, because the aggregate principal amount of
Early Tender Notes exceeded the Tender Cap, Chemours will accept
for purchase the Early Tender Notes on a prorated basis in the
portion of approximately 48.29% of the principal amount of the
Early Tender Notes (the "Accepted Notes"). Chemours will
accept for purchase the aggregate principal amount of Early Tender
Notes tendered by a holder multiplied by the proration rate and
then rounded down to the nearest $1,000 increment, as described in the Offer
Documents.
The aggregate principal amount of Accepted Notes, as well as the
percent of the total aggregate principal amount of Notes
outstanding constituting Accepted Notes, is set forth in the
columns entitled "Aggregate Principal Amount of Accepted Notes" and
"Percent of Total Outstanding Principal Amount Accepted,"
respectively, in the table below.
The consideration being offered for the Accepted Notes in the
Tender Offer and Consent Solicitation is also set forth in the
table below:
CUSIP /
ISIN
|
Outstanding
Principal Amount
|
Title of
Notes
|
Aggregate
Principal
Amount of
Accepted
Notes
|
Percent of
Total
Outstanding
Principal
Amount
Accepted
|
Early Tender
Payment(1)(2)
|
Tender Offer
Consideration(1)(3)
|
Total
Consideration
(1)(3)
|
Registered
Notes: CUSIP:
163851AB4
ISIN:
US163851AB45
Rule 144A
Notes: CUSIP:
163851AA6
ISIN: US163851AA61
Regulation S
Notes:
CUSIP:
U16309AA1
ISIN:
USU16309AA13
|
US$1,157,910,000
|
6.625%
Senior
Notes due
May 15,
2023
|
$250,000,000
|
21.59%
|
$30.00
|
$1,022.50
|
$1,052.50
|
(1)
|
Per $1,000 principal
amount of Accepted Notes.
|
(2)
|
Included in the Total
Consideration for Accepted Notes.
|
(3)
|
Does not include
accrued and unpaid interest that will be paid on the Accepted
Notes.
|
The Early Settlement Date (as defined in the Offer to Purchase
and Consent Solicitation Statement) for the Accepted Notes is
expected to be on June 6, 2018.
Because the Tender Cap was reached as of the Early Tender Deadline,
no Notes and Consents that are validly tendered or delivered after
the Early Tender Deadline will be accepted for purchase and any
Notes and Consents accepted for purchase on the Early Settlement
Date will be accepted on a prorated basis up to the amount of the
Tender Cap as described above. Any Early Tender Notes tendered
pursuant to the Tender Offer and Consent Solicitation but not
accepted for purchase by Chemours on the Early Settlement Date will
be promptly returned to holders.
Subject to the terms and conditions of the Tender Offer and
Consent Solicitation, holders of the Accepted Notes will receive
the Total Consideration set forth in the table above, which
includes the Early Tender Payment set forth in the table above.
In addition, holders of all Notes validly tendered and accepted
for purchase pursuant to the Tender Offer and Consent Solicitation
will receive accrued and unpaid interest on such Notes from the
last interest payment date with respect to such Notes to, but not
including, the applicable Settlement Date (as defined in the Offer
to Purchase and Consent Solicitation Statement).
The Tender Offer and Consent Solicitation will remain open and
will expire at Midnight, New York
City time, at the end of June 18,
2018, unless extended or earlier terminated by Chemours (the
"Expiration Date"). No tenders submitted after the
Expiration Date will be valid.
The consummation of the Tender Offer and Consent Solicitation
are subject to, and conditioned upon, the satisfaction or waiver of
certain conditions described in the Offer to Purchase and Consent
Solicitation Statement, including, among others, Chemours
consummating the New Debt Financing (as defined in the Offer to
Purchase and Consent Solicitation Statement) on terms satisfactory
to it, and having funds available therefrom that will allow it to
purchase the Notes pursuant to the Tender Offer and Consent
Solicitation.
In addition, because Chemours had not received Consents in
respect of a majority of the aggregate principal amount of the
Notes outstanding as of the Early Tender Deadline (excluding Notes
held by Chemours or its affiliates), Chemours will not execute and
deliver a supplemental indenture to the Indenture giving effect to
the Proposed Amendments. Any Consents received as of the Early
Tender Deadline shall be null and void.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any security. No offer,
solicitation, or sale will be made in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful.
Citigroup Global Markets Inc. is the dealer manager (the
"Dealer Manager") in the Tender Offer and Consent
Solicitation. Global Bondholder Services Corporation has been
retained to serve as both the depositary and the information agent
(the "Depositary and Information Agent") for the Tender
Offer and Consent Solicitation. Questions regarding the
Tender Offer and Consent Solicitation should be directed to
Citigroup Global Markets Inc. at (800) 558-3745 (U.S.
Toll-Free) or (212) 723-6106 (Collect). Requests for
copies of the Offer to Purchase and Consent Solicitation
Statement and other related materials should be directed to Global
Bondholder Services Corporation at (email) contact@gbsc-usa.com,
(866) 470-4200 (U.S. Toll-Free), (212) 430-3774 (Banks
and Brokers) or at http://www.gbsc-usa.com/Chemours/ (website).
None of Chemours, its board of directors, the Dealer Manager,
the Depositary and Information Agent, the Trustee under the
Indenture, the Paying Agent under the Indenture or the Registrar
and Transfer Agent under the Indenture or any of Chemours'
affiliates, makes any recommendation as to whether holders of the
Notes should tender any Notes in response to the Tender Offer and
Consent Solicitation. The Tender Offer and Consent
Solicitation are made only by the Offer Documents. The Tender
Offer and Consent Solicitation are 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 and Consent Solicitation are required to be made by a
licensed broker or dealer, the Tender Offer and Consent
Solicitation will be deemed to be made on behalf of Chemours by the
Dealer Manager or one or more registered brokers or dealers that
are licensed under the laws of such jurisdiction.
About The Chemours Company
The Chemours Company
(NYSE: CC) helps create a colorful, capable and cleaner world
through the power of chemistry. Chemours is a global leader
in fluoroproducts, chemical solutions and titanium technologies,
providing its customers with solutions in a wide range of
industries with market-defining products, application expertise and
chemistry-based innovations. Chemours ingredients are found
in plastics and coatings, refrigeration and air conditioning,
mining and general industrial manufacturing. Our flagship
products include prominent brands such as Teflon™, Ti-Pure™,
Krytox™, Viton™, Opteon™, Freon™ and Nafion™. Chemours has
approximately 7,000 employees and 26 manufacturing sites serving
approximately 4,000 customers in North
America, Latin America,
Asia-Pacific and Europe.
Chemours is headquartered in Wilmington,
Delaware and is listed on the NYSE under the symbol
CC. For more information please visit chemours.com, or follow
us on Twitter @Chemours, or LinkedIn.
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 and Consent Solicitation, including
the acceptance for purchase of any Notes validly tendered and any
related Consents validly delivered, the expected Expiration Date
and applicable Settlement Date for each of the Early Tender Date
and the Expiration Date, and the satisfaction or waiver of certain
conditions of the Tender Offer and Consent Solicitation and
statements regarding the terms and timing of the New Debt
Financing.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual
results, performance or achievements of Chemours to be materially
different from those expressed or implied by the forward-looking
statements. Factors that may cause actual results to vary
include, but are not limited to, failure to consummate the New Debt
Financing intended to satisfy the conditions of the Tender Offer
and Consent Solicitation, conditions in financial markets and
investor response to Chemours' Tender Offer and Consent
Solicitation.
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,
Chemours undertakes no obligation to revise or update, publicly or
otherwise, any forward-looking statements, whether as a result of
new information or future events or
otherwise.
CONTACT:
MEDIA
Alvenia
Scarborough
Sr. Director, Brand Marketing and Corporate Communications
+1.302.773.4507
media@chemours.com
INVESTORS
Jonathan
Lock
VP, Corporate Development and Investor Relations
+1.302.773.2263
investor@chemours.com
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SOURCE The Chemours Company