Element Solutions Inc Announces Closing of Senior Notes Offering
August 18 2020 - 4:15PM
Business Wire
Element Solutions Inc (NYSE:ESI) (the “Company”) today announced
that it has closed its previously-announced private offering of
$800 million aggregate principal amount of senior notes due 2028
(the “Notes”). The Notes bear interest at a rate of 3.875% per
annum, to be paid semi-annually in arrears, and will mature on
September 1, 2028. The Notes are fully and unconditionally
guaranteed on a senior unsecured basis by certain of the Company’s
existing domestic subsidiaries.
In connection with the offering of the Notes, the Company has
issued a conditional notice of redemption providing for the
redemption (the “Redemption”) of the full $800 million aggregate
principal amount of its 5.875% senior notes due 2025 (the “Existing
Notes”). The Company intends to use the net proceeds from the
offering of the Notes, together with cash on hand, to pay the
consideration for the Redemption, plus accrued and unpaid interest
on the Existing Notes, if any, along with fees and expenses
incurred in connection with the offering of the Notes and the
Redemption.
The Notes were offered solely to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and to
non-U.S. persons in accordance with Regulation S under the
Securities Act. The Notes and related guarantees have not been
registered under the Securities Act or any applicable state
securities laws and, unless so registered, may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and any applicable state securities laws.
This press release does not constitute an offer to sell, or a
solicitation of an offer to purchase any securities and shall not
constitute an offer, solicitation or sale of any securities in any
jurisdiction in which, or to any person to whom, such an offer,
solicitation, or sale is unlawful. This press release is being
issued pursuant to and in accordance with Rule 135c under the
Securities Act.
This press release does not constitute a notice of redemption of
the Existing Notes.
Forward-looking Statements
This press release contains forward-looking statements,
including, but not limited to, statements regarding the completion
of the Redemption, the Company's planned use of any proceeds from
the offering of the Notes and its ability to redeem the Existing
Notes pursuant to the related indenture. Actual results could
differ from those projected in any forward-looking statements due
to numerous factors. Such factors include, among others, market and
other general economic conditions; the Company’s ability to
consummate the Redemption; the Company’s perception of future
availability of equity or debt financing needed to fund its
businesses and the risk factors set forth in the periodic reports
and other documents filed or to be filed by the Company with the
Securities and Exchange Commission, including the Company’s annual
report on Form 10-K for the year ended December 31, 2019 and
quarterly report on Form 10-Q for the quarter ended June 30, 2020.
These forward-looking statements are made as of the date of this
press release and the Company undertakes no obligation to update
any forward-looking statements, whether as a result of new
information, future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20200818005543/en/
Investor Relations Contact: Yash Nehete Associate Director,
Corporate Development & IR Element Solutions Inc 1-561-406-8465
Media Contact: Liz Cohen Managing Director Kekst CNC
1-212-521-4845
Element Solutions is a Trademark of Element Solutions Inc.
Element Solutions (NYSE:ESI)
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