Offering of 5.750% Senior Notes due 2028
On November 27, 2020, The Chemours Company (the “Company”) closed the private offering (the “Offering”) of $800,000,000 aggregate principal amount of the Company’s 5.750% Senior Notes due 2028 (the “Notes”), pursuant to the Purchase Agreement (the “Purchase Agreement”), dated as of November 12, 2020, by and among the Company, the guarantors named therein (the “Guarantors”) and J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein. The Notes were issued pursuant to the Indenture, dated as of November 27, 2020 (the “2020 Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture setting forth the terms of the Notes, dated as of November 27, 2020, among the Company, the Guarantors and the Trustee (the “2020 First Supplemental Indenture” and, together with the 2020 Base Indenture, the “Indenture”). The net proceeds from the Offering are expected to be used, together with cash on hand, to repurchase or redeem, as applicable, all of the Company’s outstanding 6.625% Senior Notes due 2023 (the “2023 Notes”).
The Notes were offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), outside the United States pursuant to Regulation S under the Securities Act and to institutional accredited investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in reliance on a private placement exemption from registration under Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act. The Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.
The Company will pay interest on the Notes, semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2021. The Notes will mature on November 15, 2028.
The Company may redeem the Notes, in whole or in part, from time to time at its option, prior to November 15, 2023, at redemption prices equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus the applicable “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the redemption date. Also, at any time prior to November 15, 2023, the Company may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds from certain equity offerings at a price equal to 105.750% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after November 15, 2023, the Company may redeem the Notes, in whole or in part, from time to time at its option, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In the event of the occurrence of both (1) a Change of Control (as defined in the Indenture) and (2) a related lowering of the rating of the Notes by either of the Ratings Agencies (as defined in the 2020 First Supplemental Indenture) within a specified period, unless the Company has previously exercised its optional redemption right with respect to the Notes in whole, the Company will be required to offer to repurchase the Notes from the holders at a price in cash equal to 101% of the then outstanding principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.