Consolidated Energy Finance SA extends its public tender offer for up to $ 210,000,000 of senior floating rate bonds due 2022

LUXEMBOURG, June 18, 2021 / PRNewswire / – Consolidated Energy Finance SA (the “Company”) announced on June 17, 2021 that it has launched a cash tender offer (the “tender offer”) until $ 210,000,000 principal aggregate of its senior floating rate bonds maturing in 2022 (the “Bonds”).

Following the announcement, President Biden signed a bill instituting Juneteenth, the date marking the end of slavery in United States, as a federal holiday. Consequently, the Company is extending the Public Offer as follows:

Dated

Calendar date

Event

Deadline for withdrawal …………..

5:00 p.m. New York time July 1, 2021, unless extended by Consolidated Energy in its sole discretion.

Last day for the Holders to validly withdraw the Contributed Notes.

Early submission deadline ………

5:00 p.m. New York time July 1, 2021, unless extended or terminated early by Consolidated Energy in its sole discretion.

The last day for Holders to deposit Notes under the Offer in order to be eligible to receive the Full Consideration (which includes the Early Deposit Payment) on the Early Settlement Date.

Early payment date ………

Upon satisfaction or waiver of the conditions of the Offer. This date should be later than the early submission deadline, but earlier than the expiration time. Consolidated Energy expects this date to be on or around July 6, 2021, unless the early submission deadline is extended by Consolidated Energy in its sole discretion.

Date of payment of the Total Consideration for Securities validly offered and not withdrawn at the latest on the Early Deposit Deadline, and accepted for payment, plus Accrued Interest, subject to a pro rata basis.

Expiration date…………………

11:59 p.m. New York time, July 16, 2021, unless extended or terminated early by Consolidated Energy in its sole discretion.

The last day for the Noteholders to deposit Notes in accordance with the Offer in order to be eligible to receive the Public Offer Consideration on the Final Settlement Date.

Final settlement date …………

Immediately after the expiration time. Consolidated Energy expects this date to be on or around July 20, 2021.

Payment of the Consideration for the Public Offer for all Bonds validly tendered after the Early Contribution Deadline and no later than the Expiration Time, and accepted for payment, plus Accrued Interest, subject to a pro rata and if the Offer is fully subscribed from the Early Contribution Deadline.

The tender offer is subject to the satisfaction or waiver of certain conditions as described in the tender offer (the “tender offer”) in connection with the tender offer which is sent to the Noteholders, including (1) the drawdowns of amounts under an additional term loan provided pursuant to a credit facility agreement entered into, among others, with Consolidated Energy AG as parent guarantor, Consolidated Energy Finance SA as a term facility borrower and a revolving facility borrower and Methanol Holdings (Delaware) LLC (“MHTL (Delaware) “) as borrower of the term facility (“ 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 further described in detail in the Offer If any of the conditions are not met, the Company may terminate the tender offer and return the deposited notes, may waive any unfulfilled conditions and accept for payment and purchase all tickets validly deposited, may extend the tender offer or may otherwise modify the tender offer Offer.

The “total consideration” for each $ 1,000 the principal amount of the Securities validly contributed and not validly withdrawn and accepted for purchase in accordance with the Public Offer will be an amount equal to $ 1,000 payable in cash to holders who validly tender their Notes before the Early Deposit Deadline, plus accrued and unpaid interest.

The total consideration indicated above includes an “advance payment” of $ 30 through $ 1,000 principal of the Notes, payable only to holders who validly deposit and do not validly withdraw their Notes before the Early Deposit Deadline. Noteholders who have validly contributed after the Early Contribution Deadline will not receive an Early Contribution Payment.

Securities validly deposited before the Early Deposit Deadline may be validly withdrawn at any time before the Early Deposit Deadline. Securities validly deposited before the Early Offer Deadline Date cannot be validly withdrawn after the Early Offer Deadline Date.

The Notes may be prorated if the total principal amount of the Notes validly deposited and not validly withdrawn results in the Maximum Remittance Amount being exceeded. In the event that deposited Notes are not accepted for purchase due to prorating, they will be promptly returned or credited to the holder’s account.

All tickets purchased under the tender offer will be canceled.

The full terms and conditions of the tender offer are set out in the tender offer. Holders are urged to carefully read the Offer to Purchase when it becomes available.

The Company has engaged Morgan Stanley & Co. LLC to act as the dealership manager (the “dealership manager”) for the take-over bid. Persons with questions regarding the takeover bid should contact Morgan Stanley & Co. LLC toll free at (800) 624-1808 or pick up at (212) 761-1057. Requests for documents should be directed to DF King & Co., Inc., acting as Bidding and Information Agent (the “Bidding and Information Agent”) for the Offer to Purchase, at (212) 269-5550 (for banks and brokers) or (800) 591-8263 (for noteholders) or by email at [email protected]

This press release is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to purchase with respect to any of the Notes. The Tender Offer is made in accordance with the Tender Offer documents, including the Tender Offer that the Company distributes to the holders of the Bonds. The Tender Offer is not made to holders of Notes in any jurisdiction in which the completion or acceptance thereof would not comply with securities laws or other laws of that jurisdiction. No member of the Company, the Dealer Manager, the Custodian and Information Agent or their respective affiliates makes any recommendation as to whether or not holders should deposit all or part of their Securities under the Public Offer.

Looking to the future Statements

Statements made in this press release that describe the intentions, expectations, beliefs or predictions of the Company may be forward-looking statements within the meaning of securities laws. Forward-looking statements include statements preceded, followed or including the words “belief”, “expects”, “anticipates”, “plans”, “estimates”, “plans”, “forecasts” or similar expressions. Examples of forward-looking statements in this press release are statements regarding the expected size and timing of the takeover bid. The Company cautions that, by their nature, forward-looking statements involve risks and uncertainties and that the actual results of the Company 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.

Cision

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SOURCE Consolidated Energy Finance SA


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