WILMINGTON, Del., Nov. 12, 2020 /PRNewswire/ -- The Chemours
Company ("Chemours") (NYSE: CC), a global chemistry company with
leading market positions in Fluoroproducts, Chemical Solutions and
Titanium Technologies, today announced that it has commenced a
tender offer (the "Tender Offer") to purchase for cash any and all
of its outstanding 6.625% senior notes due 2023 (the "Notes").
In connection with the Tender Offer, Chemours is also soliciting
consents (the "Consents") from holders of the Notes (the
"Consent Solicitation") to proposed amendments to the indenture,
dated as of May 12, 2015 (the "Base
Indenture"), as supplemented by the first supplemental indenture,
dated May 12, 2015, which governs the
Notes (the "First Supplemental Indenture" and, together with
the Base Indenture, as supplemented from time to time, 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"). The terms and
conditions of the Tender Offer and Consent Solicitation are
described in an Offer to Purchase and Consent Solicitation
Statement, dated November 12, 2020
(the "Offer to Purchase and Consent Solicitation Statement").
The following table summarizes the material pricing terms of the
Tender Offer.
CUSIP /
ISIN
|
Outstanding
Principal Amount
|
Title of
Notes
|
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
|
$907,910,000.00
|
6.625%
Senior
Notes due
May 15,
2023
|
$30.00
|
$987.94
|
$1,017.94
|
|
|
(1)
|
Per $1,000 principal
amount of Notes tendered and accepted for purchase.
|
(2)
|
Included in the Total
Consideration for Notes tendered and accepted for purchase on or
prior to the Early Tender Deadline.
|
(3)
|
Does not include
accrued and unpaid interest from the last date on which interest
has been paid to, but excluding, the Early Settlement Date or the
Final Settlement Date (each, as defined in the Offer to Purchase
and Consent Solicitation Statement), as applicable, that will be
paid on the Notes accepted for purchase.
|
The Tender Offer and Consent Solicitation will expire at
Midnight, New York City time, at
the end of December 10, 2020, unless
extended or earlier terminated by Chemours (the "Expiration
Date"). No tenders submitted after the Expiration Date will
be valid. Subject to the terms and conditions of the Tender
Offer, holders of Notes that are validly tendered (and not validly
withdrawn) on or prior to 5:00 p.m.,
New York City time, on
November 25, 2020 (such date and
time, as it may be extended, the "Early Tender Deadline") and
accepted for purchase pursuant to the Tender Offer will be eligible
to receive the Total Consideration set forth in the table above,
which includes the Early Tender Payment set forth in the table
above. Holders of Notes tendering their Notes after the Early
Tender Deadline and on or prior to the Expiration Date will only be
eligible to receive the Tender Offer Consideration set forth in the
table above, which is the Total Consideration less the Early Tender
Payment.
In addition, holders of all Notes validly tendered and accepted
for purchase pursuant to the Tender Offer will receive accrued and
unpaid interest on such Notes from the last interest payment date
with respect to such Notes to, but excluding, the Early Settlement
Date or the Final Settlement Date, as applicable
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 other things, 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, together with cash on
hand, that will allow it to purchase the Notes pursuant to the
Tender Offer.
In order for the Proposed Amendments to be adopted, Consents
must be received in respect of at least a majority of the aggregate
principal amount of the Notes then outstanding (excluding Notes
held by Chemours or its affiliates) (the "Requisite
Consents"). Assuming receipt of the Requisite Consents,
Chemours expects to execute and deliver a supplemental indenture
(the "Supplemental Indenture") to the Indenture giving effect to
the Proposed Amendments, promptly following the receipt of the
Requisite Consents. The Supplemental Indenture will become
effective upon execution, but will provide that the Proposed
Amendments will not become operative until Chemours accepts for
purchase the Notes satisfying the Requisite Consents in the Tender
Offer.
Any Notes validly tendered and related Consents validly
delivered may be withdrawn or revoked from the Tender Offer and the
Consent Solicitation on or prior to the Early Tender
Deadline. Any Notes validly tendered and related Consents
validly delivered on or prior to the Early Tender Deadline that are
not validly withdrawn or validly revoked prior to the Early Tender
Deadline may not be withdrawn or revoked thereafter, except as
required by law. In addition, any Notes validly tendered and
related consents validly delivered after the Early Tender Deadline
may not be withdrawn or revoked, except as required by law.
Concurrently with the commencement of the Tender Offer and the
Consent Solicitation and conditioned upon the receipt of the net
proceeds from the New Debt Financing and the lack of receipt of the
Requisite Consents on or prior to the Early Tender Deadline, we
issued a notice of redemption for any Notes that remain outstanding
following the consummation or termination of the Offer and the
Consent Solicitation. Any such redemption would be made in
accordance with the terms of the Indenture, which provides for a
redemption price equal to 101.656% plus accrued and unpaid interest
thereon to the redemption date. In addition, assuming the execution
and delivery of the Supplemental Indenture, we currently intend, in
accordance with the terms and conditions of the Indenture, as may
be amended as a result of the Proposed Amendments, to mail a notice
of redemption to the holders of any outstanding Notes on the Early
Settlement Date, if any, although we have no legal obligation to do
so and the selection of any particular redemption date is in our
discretion. These statements shall not constitute a notice of
any such redemptions under the Indenture. Any such notice, if made,
will only be made in accordance with the provisions of the
Indenture.
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.
J.P. Morgan Securities LLC is the dealer manager and
solicitation agent (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
J.P. Morgan Securities LLC at (866) 834-2045 (Toll Free).
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
contact@gbsc-usa.com (email), (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, 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 to
Purchase and Consent Solicitation Statement. 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) is a global leader in Titanium technologies,
Fluoroproducts, and Chemical Solutions, 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 Teflonâ„¢, Ti-Pureâ„¢, Krytoxâ„¢, Vitonâ„¢, Opteonâ„¢, Freonâ„¢
and Nafionâ„¢. In 2019, Chemours was named to Newsweek's list of
America's Most Responsible Companies. The company has approximately
7,000 employees and 30 manufacturing sites serving approximately
3,700 customers in over 120 countries. Chemours is headquartered in
Wilmington, Delaware and is listed
on the NYSE under the symbol CC.
Forward-Looking Statements
This press release
contains forward-looking statements, within the meaning of the safe
harbor provisions of the U.S. Private Securities Litigation Reform
Act of 1995, which involve risks and uncertainties. Forward-looking
statements provide current expectations of future events based on
certain assumptions and include any statement that does not
directly relate to a historical or current fact. The words
"believe," "expect," "will," "anticipate," "plan," "estimate,"
"target," "project" and similar expressions, among others,
generally identify "forward-looking statements," which speak only
as of the date such statements were made.
These forward-looking statements may address, among other
things, the outcome or resolution of any pending or future
environmental liabilities, the commencement, outcome or resolution
of any regulatory inquiry, investigation or proceeding, the
initiation, outcome or settlement of any litigation, changes in
environmental regulations in the U.S. or other jurisdictions that
affect demand for or adoption of our products, anticipated future
operating and financial performance, business plans, prospects,
targets, goals and commitments, capital investments and projects,
plans for dividends or share repurchases, sufficiency or longevity
of intellectual property protection, cost reductions or savings
targets, plans to increase profitability and growth, our ability to
make acquisitions, integrate acquired businesses or assets into our
operations, achieve anticipated synergies or cost savings, 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 Early Tender Deadline, Expiration Date and Settlement
Dates thereof, and the satisfaction or waiver of certain conditions
of the Tender Offer and Consent Solicitation and statements
regarding the terms or timing of the New Debt Financing and the
redemption of the Notes, all of which are subject to substantial
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements.
Forward-looking statements are based on certain assumptions and
expectations of future events that may not be accurate or realized.
These statements are not guarantees of future performance.
Forward-looking statements also involve risks and uncertainties
that are beyond Chemours' control. Factors that may cause
actual results to vary include, but are not limited to, conditions
in financial markets and investor response to Chemours' Tender
Offer and Consent Solicitation and inadequate investor response on
adequate terms to the New Debt Financing intended to satisfy the
condition to the Tender Offer and Consent Solicitation. In
addition, the current COVID-19 pandemic has significantly impacted
the national and global economy and commodity and financial
markets. The full extent and impact of the pandemic is unknown and
to date has included extreme volatility in financial and commodity
markets, a significant slowdown in economic activity, and increased
predictions of a global recession. The public and private sector
response has led to significant restrictions on travel, temporary
business closures, quarantines, stock market volatility, and a
general reduction in consumer and commercial activity globally.
Matters outside our control have affected our business and
operations and may or may continue to limit travel of employees to
our business units domestically and internationally, adversely
affect the health and welfare of our personnel, significantly
reduce the demand for our products, hinder our ability to provide
goods and services to customers, cause disruptions in our supply
chains, adversely affect our business partners or cause other
unpredictable events.
Additionally, there may be other risks and uncertainties that
Chemours is unable to identify at this time or that Chemours does
not currently expect to have a material impact on its business.
Factors that could cause or contribute to these differences include
the risks, uncertainties and other factors discussed in our filings
with the U.S. Securities and Exchange Commission, including in our
Quarterly Report on Form 10-Q for the quarters ended March 31, 2020, June 30,
2020 and September 30, 2020
and in our Annual Report on Form 10-K for the year ended
December 31, 2019. Chemours assumes
no obligation to revise or update any forward-looking statement for
any reason, except as required by law.
CONTACT
INVESTORS
Jonathan
Lock
VP, Corporate Development and Investor Relations
+1.302.773.2263
investor@chemours.com
MEDIA
Thomas Sueta
Director, Corporate Communications
+1.302.773.3903
media@chemours.com
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SOURCE The Chemours Company