NOVA Chemicals Corporation Announces Initial Bid Results and Receipt of Required Consents for its 5.25% Senior Notes Due 2023
CALGARY, AB, May 10, 2021 / PRNewswire / – NOVA Chemicals Corporation (âNOVA Chemicalsâ) today announced the first results of its cash offer (the âtender offerâ) for all of its Senior 5 Notes, 25% due in 2023 (the “Notes”). NOVA Chemicals has also announced that it has received the consents required in connection with its previously announced solicitation of consent (the âConsent Solicitationâ) from Noteholders for the adoption of the Proposed Amendments (as defined below). .
The terms and conditions of the Offer to Purchase and the Solicitation of Consent are described in the Offer to Purchase and the Solicitation of Consent Statement, dated April 27, 2021 (the âOffer to Purchaseâ), previously distributed to the holders of the Notes.
NOVA Chemicals has been informed that as of 5:00 p.m., New York City It’s time May 10, 2021 (such date and time, the “early expiration time”), $ 448,027,000 the aggregate principal amount of the notes, representing approximately 89.61% of the total principal amount of the notes in circulation, had been validly deposited (and not validly withdrawn) in accordance with the tender offer and the corresponding consents have been issued (and not validly revoked) in accordance with the Consent Request. NOVA Chemicals intends to purchase all such Notes validly deposited on May 11, 2021 (the âEarly Settlement Dateâ).
The aggregate consideration payable to Noteholders for each $ 1,000 the principal of tickets validly deposited (and not validly withdrawn) on or before the Early Expiry Time and purchased in accordance with the Offer to Purchase will be $ 1,010.21 (the âTotal Considerationâ). The total consideration includes an advance payment of $ 30.00 through $ 1,000 principal amount of the Notes (the âPrepaymentâ), plus accrued and unpaid interest, up to but excluding the Early Settlement Date, payable only to holders of Notes who have validly deposited ( and have not validly withdrawn) their Notes and validly delivered (and have not revoked) the related consents on or before the Early Expiry Time.
NOVA Chemicals intends to execute a supplementary trust deed (the âSupplementary Trust Deedâ) to the Note Deed (the âTrust Deedâ), which, among other things, (i) will eliminate the substantially all of the covenants and certain events of default and related provisions contained in the Indenture and (ii) reduce the minimum notice period required for the redemption of the Notes from 30 days to three business days (collectively, the â proposed changes â). Adoption of the proposed amendments to the Indenture requires the consent of holders of a majority of the aggregate principal amount of the outstanding Notes (excluding Notes owned by NOVA Chemicals or any of its affiliates. ). NOVA Chemicals has obtained the required consents for the proposed changes. Notes not deposited and purchased under the tender offer will remain outstanding and will be governed by the terms of the Indenture, as amended by the Supplementary Indenture. Following the signing of the Supplementary Indenture, NOVA Chemicals expects to issue a redemption notice for all outstanding Notes. This press release is not a notice of redemption and any notice of redemption will be provided separately in accordance with the terms of the Indenture, as amended by the Supplementary Indenture.
Holders who have not yet deposited their notes have until 11:59 p.m., New York City It’s time May 24, 2021, unless NOVA Chemicals extends them (the time and date on which they may be extended, âthe expiration timeâ), to deposit their outstanding Notes pursuant to the tender offer. The rights of withdrawal for the takeover bid expired at 5:00 p.m., New York City It’s time May 10, 2021, and, consequently, the Securities validly deposited in the Purchase Offer may no longer be withdrawn, unless required by law. Noteholders who validly deposit (and do not validly withdraw) their Notes after the Early Expiry Time but on or before the Expiry Time will be entitled to receive only $ 980.21 through $ 1,000 principal amount of validly deposited (and not validly withdrawn) Notes, as described in the offer to purchase, plus accrued and unpaid interest from the last date of interest payment inclusive, but excluding the final settlement date.
The obligation of NOVA Chemicals to accept for purchase and to pay for tickets validly deposited and not validly withdrawn in accordance with the tender offer is conditional on the satisfaction or, as the case may be, the waiver of certain conditions. , which are further described in the Offer to Purchase, including, among other things, a financing condition as described in the Offer to Purchase. In addition, subject to applicable law, NOVA Chemicals reserves the right, at its sole discretion, to (i) extend, terminate or withdraw the offer to purchase or the solicitation of consent at any time or (ii) modify otherwise the offer or solicitation of consent. in all respects, at any time and from time to time. NOVA Chemicals further reserves the right, in its sole discretion, not to accept offers of Notes or deliveries of consents with respect to Notes. NOVA Chemicals makes the takeover bid and solicitation of consent only in jurisdictions where it is legal to do so.
HSBC Securities (United States) Inc. acts as the Dealer Manager for the Offer to Purchase and as Solicitation Agent for the Consent Solicitation and can be contacted at their phone numbers listed on the back cover of the Offer. purchase with questions regarding the offer and solicitation of consent.
Copies of the Offer to Purchase are available to Noteholders of DF King & Co., Inc., the Information Agent and the Bid Agent for the Take-Over Offer and Solicitation. of consent. Requests for copies of the Offer to Purchase should be directed to DF King at +1 (800) 714-3311 (toll free), +1 (212) 232-3233 (collect) or [emailÂ protected].
Neither the Offer to Purchase nor any related document has been filed with the United States Securities and Exchange Commission, and none of these documents have been filed or reviewed by any federal or state securities commission or a regulatory authority of a country. No authority has passed on the accuracy or suitability of the Offer to Purchase or any related material, and it is illegal and may constitute a criminal offense to make any statement to the contrary.
The tender offer and the solicitation of consent are being made only on the terms and conditions set out in the tender offer. In no event does this press release constitute an offer to purchase or the solicitation of an offer to sell any tickets or any other security of NOVA Chemicals or any of its affiliates. The Tender Offer and the Solicitation of Consent are not made to, and NOVA Chemicals will not accept offers of Tickets or will accept consents deliveries from holders of any jurisdiction in which the Tender Offer and the Consent request or acceptance would not be the securities laws or the blue sky of that jurisdiction. This press release also does not constitute a solicitation of consents to the proposed changes. No recommendation is made as to whether Holders should deposit their Notes or give their consent with respect to the Notes. Holders should read the Offer to Purchase carefully as it contains important information, including the various terms and conditions of the Take-Over Offer and the 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 the health, safety, security and stewardship of the environment through our commitment to sustainable development and responsible managementÂ®. NOVA Chemicals, headquartered in Calgary, Alberta, Canada, is 100% owned 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: [emailÂ protected]
NOVA Chemicals Investor Relations
Patty masry, Leader, Financial Reporting and Investor Relations
E-mail: [emailÂ protected]
The NOVA Chemicals logo is a registered trademark of NOVA Brands Ltd .; authorized use / authorized use.
Responsible Care is a registered trademark of the Chemistry Industry Association of Canada.
SOURCE NOVA Chemicals Corporation