LUXEMBOURG, June 18, 2021 /PRNewswire/ — Consolidated Energy Finance S.A. (the “Company”) announced on June 17, 2021 that it has commenced a cash tender offer to purchase (the “Tender Offer”) up to $210,000,000 aggregate principal amount of its Senior Floating Rate Notes due 2022 (the “Notes”).
Following the announcement, President Biden signed a bill establishing Juneteenth, the date marking the end of slavery in the United States, as a federal holiday. As a result, the Company extends the Tender Offer as follows:
|
Date |
Calendar Date |
Event |
|
Withdrawal Deadline………….. |
5:00 p.m., New York City time, on July 1, 2021, unless extended by Consolidated Energy in its sole discretion. |
The last day for Holders to validly withdraw Notes tendered. |
|
Early Tender Deadline……….. |
5:00 p.m., New York City time, on July 1, 2021, unless extended or earlier terminated by Consolidated Energy in its sole discretion. |
The last day for Holders to tender Notes pursuant to the Offer in order to be eligible to receive the Total Consideration (which includes the Early Tender Payment) on the Early Settlement Date. |
|
Early Settlement Date……….. |
Upon satisfaction or waiver of the conditions to the Offer. This date is expected to be after the Early Tender Deadline, but prior to the Expiration Time. Consolidated Energy expects that this date will be on or about July 6, 2021, unless the Early Tender Deadline is extended by Consolidated Energy in its sole discretion. |
Date of payment of the Total Consideration for the Notes validly tendered and not withdrawn on or prior to the Early Tender Deadline, and accepted for payment, plus the Accrued Interest, subject to proration. |
|
Expiration Time………………… |
11:59 p.m., New York City time, on July 16, 2021, unless extended or earlier terminated by Consolidated Energy in its sole discretion. |
The last day for Holders to tender Notes pursuant to the Offer in order to be eligible to receive the Tender Offer Consideration on the Final Settlement Date. |
|
Final Settlement Date………… |
Promptly following the Expiration Time. Consolidated Energy expects that this date will be on or about July 20, 2021. |
Payment of the Tender Offer Consideration for all Notes validly tendered after the Early Tender Deadline and on or prior to the Expiration Time, and accepted for payment, plus the Accrued Interest, subject to proration and whether the Offer is fully subscribed as of the Early Tender Deadline. |
The Tender Offer is subject to the satisfaction or waiver of certain conditions as described in the offer to purchase (the “Offer to Purchase”) in relation to the Tender Offer that is being sent to holders of the Notes, including (1) the successful drawings of amounts in respect of an incremental term loan provided in accordance with a credit facility agreement entered into, among others, Consolidated Energy AG as the parent guarantor, Consolidated Energy Finance S.A. as a term facility borrower and a revolving facility borrower and Methanol Holdings (Delaware) LLC (“MHTL (Delaware)”) as a term facility borrower (“CEL Facility Agreement”) and/or the revolving credit facility provided in accordance with the CEL Facility Agreement, and (2) certain general conditions, in each case as described in more detail in the Offer to Purchase. If any of the conditions are not satisfied, the Company may terminate the Tender Offer and return tendered Notes, may waive unsatisfied conditions and accept for payment and purchase all validly tendered Notes, may extend the tender offer or may otherwise amend the Tender Offer.
The “Total Consideration” for each $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer will be an amount equal to $1,000 payable in cash to holders that validly tender their Notes prior to the Early Tender Deadline, plus accrued and unpaid interest.
The Total Consideration set forth above includes an “Early Tender Payment” of $30 per $1,000 principal amount of Notes, payable only to holders that validly tender and do not validly withdraw their Notes prior to the Early Tender Deadline. Holders of Notes who validly tendered after the Early Tender Deadline will not receive an Early Tender Payment.
Notes validly tendered prior to the Early Tender Deadline may be validly withdrawn at any time prior to the Early Tender Deadline. Notes validly tendered prior to the Early Tender Deadline may not be validly withdrawn after the Early Tender Deadline.
The Notes may be subject to proration if the aggregate principal amount of Notes validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded. In the event any tendered Notes are not accepted for purchase due to proration, they will be promptly returned or credited to the Holder’s account.
All Notes purchased pursuant to the Tender Offer will be cancelled.
The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase. Holders are urged to read the Offer to Purchase carefully when they become available.
The Company has engaged Morgan Stanley & Co. LLC to act as dealer manager (the “Dealer Manager”) for the Tender Offer. Persons with questions regarding the Tender Offer should contact Morgan Stanley & Co. LLC toll-free at (800) 624-1808 or collect at (212) 761-1057. Requests for documents should be directed to D.F. King & Co., Inc., acting as tender and information agent (the “Tender and Information Agent”) for the Tender Offer, at (212) 269-5550 (for banks and brokers) or (800) 591-8263 (for noteholders) or by email at [email protected].
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase with respect to any of the Notes. The Tender Offer is being made pursuant to the Tender Offer documents, including the Offer to Purchase that the Company is distributing to holders of the Notes. 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 or other laws of such jurisdiction. None of the Company, the Dealer Manager, the Tender and Information Agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Tender Offer.
Forward-Looking Statements
Statements made in this news release which describe the Company’s intentions, expectations, beliefs or predictions may be forward-looking statements within the meaning of securities laws. Forward-looking statements include statements preceded by, followed by, or including the words “believes,” “expects,” “anticipates,” “plans,” “estimates,” “projects,” “forecasts,” or similar expressions. Examples of forward looking statements in this news release are statements about the expected size and timing of the Tender Offer. The Company cautions that, by their nature, forward-looking statements involve risk and uncertainty and the Company’s actual results could differ materially from those expressed or implied in such statements. The Company does not intend, and the Company disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Consolidated Energy Finance S.A.
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