CALGARY, AB, May 10, 2021 /PRNewswire/ — NOVA Chemicals Corporation (“NOVA Chemicals”) announced today the early tender results of its previously announced offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 5.25% Senior Notes due 2023 (the “Notes”). NOVA Chemicals also announced receipt of requisite consents in connection with its previously announced consent solicitation (the “Consent Solicitation”) from the holders of the Notes for the adoption of the Proposed Amendments (as defined below).
The terms and conditions of the Tender Offer and Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated April 27, 2021 (the “Offer to Purchase”), previously distributed to holders of the Notes.
NOVA Chemicals has been advised that as of 5:00 p.m., New York City time, on May 10, 2021 (such date and time, the “Early Expiration Time”), $448,027,000 aggregate principal amount of Notes, representing approximately 89.61% of the aggregate principal amount of the Notes outstanding, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer and the corresponding consents were delivered (and not validly revoked) pursuant to the Consent Solicitation. NOVA Chemicals intends to purchase all such validly tendered Notes on May 11, 2021 (the “Early Settlement Date”).
The total consideration payable to holders of Notes for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Expiration Time and purchased pursuant to the Tender Offer will be $1,010.21 (the “Total Consideration”). The Total Consideration includes an early tender payment of $30.00 per $1,000 principal amount of Notes (the “Early Tender Payment”), plus accrued and unpaid interest, up to, but excluding, the Early Settlement Date, payable only to holders of Notes who validly tendered (and did not validly withdraw) their Notes and validly delivered (and did not revoke) the related consents at or prior to the Early Expiration Time.
NOVA Chemicals intends to execute a supplemental indenture (the “Supplemental Indenture”) to the indenture governing the Notes (the “Indenture”), which will, among other things, (i) eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Indenture and (ii) reduce the minimum required notice period for the redemption of the Notes from 30 days to three business days (collectively, the “Proposed Amendments”). Adoption of the Proposed Amendments to the Indenture requires consents of holders of a majority in aggregate principal amount of the Notes outstanding (excluding any Notes owned by NOVA Chemicals or any of its affiliates). NOVA Chemicals has obtained the requisite consents for the Proposed Amendments. Any Notes not tendered and purchased pursuant to the Tender Offer will remain outstanding and will be governed by the terms of the Indenture, as amended by the Supplemental Indenture. Following the execution of the Supplemental Indenture, NOVA Chemicals expect to issue a notice of redemption for any 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 Supplemental Indenture.
Holders who have not yet tendered their Notes have until 11:59 p.m., New York City time, on May 24, 2021, unless extended by NOVA Chemicals (such time and date, as it may be extended, the “Expiration Time”), to tender their outstanding Notes pursuant to the Tender Offer. Withdrawal rights for the Tender Offer expired at 5:00 p.m., New York City time, on May 10, 2021, and, accordingly, Notes validly tendered in the Tender Offer may no longer be withdrawn except as required by law. Holders of the Notes who validly tender (and do not validly withdraw) their Notes after the Early Expiration Time but at or prior to the Expiration Time will be entitled to receive only $980.21 per $1,000 principal amount of Notes validly tendered (and not validly withdrawn), as described in the Offer to Purchase, plus accrued and unpaid interest from and including the last interest payment date up to, but excluding, the final settlement date.
NOVA Chemicals’ obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, a financing condition as described in the Offer to Purchase. In addition, subject to applicable law, NOVA Chemicals reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer or Consent Solicitation at any time or (ii) otherwise amend the Tender Offer or the Consent Solicitation in any respect at any time and from time to time. NOVA Chemicals further reserves the right, in its sole discretion, not to accept any tenders of Notes or deliveries of consents with respect to the Notes. NOVA Chemicals is making the Tender Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so.
HSBC Securities (USA) Inc. is acting as dealer manager for the Tender Offer and as solicitation agent for the Consent Solicitation and can be contacted at their telephone numbers set forth on the back cover page of Offer to Purchase with questions regarding the Tender Offer and the Consent Solicitation.
Copies of the Offer to Purchase are available to holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (800) 714-3311 (toll free), +1 (212) 232-3233 (collect) or [email protected].
Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Tender Offer and Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of NOVA Chemicals or any of its affiliates. The Tender Offer and Consent Solicitation are not being made to, nor will NOVA Chemicals accept tenders of Notes or accept deliveries of consents from, holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendments. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offer and 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 health, safety, security and environmental stewardship through our commitment to Sustainability and Responsible Care®. NOVA Chemicals, headquartered in Calgary, Alberta, Canada, is wholly owned ultimately 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: [email protected]
NOVA Chemicals Investor Relations
Patty Masry, Leader, Financial Reporting & Investor Relations
E-mail: [email protected]
The NOVA Chemicals logo is a registered trademark of NOVA Brands Ltd.; authorized use/utilisation autorisée.
Responsible Care is a registered trademark of the Chemistry Industry Association of Canada.
SOURCE NOVA Chemicals Corporation
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