INEOS QUATTRO ANNOUNCES LAUNCH OF OFFERING OF SENIOR SECURED NOTES DUE 2029
LYNDHURST – November 6, 2023
INEOS Quattro Holdings Limited (formerly, INEOS Styrolution Holding Limited) today announced that its indirect wholly owned subsidiary, INEOS Quattro Finance 2 Plc (the “Issuer”), has launched an offering (the “Offering”) of euro and U.S. dollar-denominated senior secured notes due 2029 (the “Notes”) in order to raise, in combination with additional term loan borrowings announced on October 30, 2023 (the “TLB Financing”, and together with the Offering, the “Financing”), an aggregate principal amount of approximately €2,800,000,000 (equivalent), of which the TLB Financing is expected to constitute approximately €2,000,000,000 (equivalent). The Issuer intends to use the proceeds from the Offering to purchase, through the applicable tender offer, a portion of the 3 3/4% Senior Notes due 2026 issued by INEOS Quattro Finance 1 Plc, to finance a portion of the purchase price for the previously announced acquisition of the Eastman Texas City site from Eastman Chemical Company and to pay related fees and expenses. In addition, the issuer intends to use the proceeds from the Offering, along with the proceeds from the TLB Financing, to repay a portion of the amounts outstanding under the term loan B facilities due 2026 under the credit agreement dated as of July 31, 2020 (as amended and restated) and purchase, through the applicable tender offers, a portion of the Issuer’s 2 1/2% Senior Secured Notes due 2026 and 3 3/8% Senior Secured Notes due 2026. The Financing and the use of proceeds thereof are collectively referred to as the “Transactions”.
There can be no assurance that the Transactions will be completed.
For further information, please contact:
Head of Group Treasury & Investor Relations
Phone: ++49 69 509550 1168
The Offering is being made by means of an offering memorandum. This press release is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States of America or in any other jurisdiction. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act. The Notes will be offered in a private offering exempt from the registration requirements of the Securities Act and will accordingly be offered only to: (i) qualified institutional buyers pursuant to Rule 144A under the Securities Act and (ii) certain persons outside the United States in compliance with Regulation S under the Securities Act.
This communication is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”) by a person authorized under the FSMA. Accordingly, this communication is only being distributed to and is only directed at persons who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Accordingly, by accepting this communication, the recipient warrants and acknowledges that it is such a Relevant Person. This communication is directed only at Relevant Persons and must not be acted or relied upon by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not take any action based upon this communication and should not rely on it.
The target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU, as amended. The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of the following: (i) a “retail client” as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” as defined in the EU Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of : (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. No key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.This press release is not intended to constitute an offer or solicitation to purchase or invest in the Notes. The Notes will not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and will not be admitted to any trading venue (exchange or multilateral trading facility) in Switzerland.
Forward Looking Statements
This press release includes “forward-looking statements” within the meaning of the securities laws of certain jurisdictions, including but not limited to: raw material availability and costs, as well as energy and supply arrangements, including arrangements with principal feedstock suppliers, and our ability to pass increases in raw material prices and other expense on to our customers; operational and other industry risks, including the risk of environmental contamination; the substitutability of other products for our products and regulatory initiatives that may create incentives for the use of substitute products; outbreaks of COVID-19 or other pandemics or epidemics and the response (or lack of response) of governments thereto; the Russian invasion of Ukraine; the highly competitive nature of our principal industries; the cyclical nature of our industries and their sensitivity to changes in capacity, demand and global economic factors; business interruption risks resulting from the actions of third parties, including our joint ventures; demand levels in emerging markets and the ability of regional producers to satisfy such demand; our and our customers’ ability to borrow or raise capital; our ability to maintain key customer relationships; political, economic and legal risks associated with doing business in emerging markets; risks related to our increased manufacturing footprint in China; current or future environmental requirements, including those related to waste management and air emissions, and the related costs of maintaining compliance and addressing liabilities; government safety regulations and/or public perceptions regarding our products, including those that relate to the potential classification of styrene as a carcinogen; existing and proposed government regulations to address climate change by reducing greenhouse gas emissions; our ability to comply with anti-corruption laws, economic and trade sanctions or other similar regulations; the adequacy of our insurance coverage; currency fluctuations and economic downturns in the countries in which we operate; our ability to implement our business, cost control and growth strategies; our response to environmental, social and governance risks; our ability to keep up with technological innovation and the increasing trend toward digitalization of our industry; our ability to implement and commercialize recycling solutions in our business; our ability to maintain an effective system of internal controls; risks related to the destruction, ineffectiveness or obsolescence of our information systems; risks related to cyber security; our ability to retain key personnel and to attract highly-skilled individuals; our ability to consummate future acquisitions, integrate acquired businesses or achieve expected synergies from consummated acquisitions; the enforceability and validity of our intellectual property rights and the confidentiality of our proprietary information and trade secrets; risks related to litigation and other proceedings, including product liability claims; changes in tax laws or their application or increases in tax authorities’ scrutiny of transactions; our ability to make necessary contributions to pension plans; relationships with our workforce and service providers; our substantial indebtedness, which may affect our ability to service our outstanding indebtedness and operate our business; our ability comply with the terms and conditions under our Securitization Programs; interest rate risks; and changes or uncertainty in respect of interest rate benchmarks.
All statements other than statements of historical facts included in this press release including, without limitation, statements regarding our future financial position, risks and uncertainties related to our business, strategy, capital expenditures, projected costs and our plans and objectives for future operations are based on current expectations and projections about future events and may be deemed to be “forward-looking statements.” These forward-looking statements are subject to a number of risks and uncertainties. Words such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “risk,” “should,” “will,” and similar expressions or the negatives of these expressions are intended to identify forward-looking statements. In addition, from time to time we or our representatives, acting in respect of information provided by us, have made or may make forward-looking statements orally or in writing and these forward-looking statements may be included in but are not limited to press releases (including on our website), reports to our security holders and other communications. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Any forward-looking statement speaks only as of the date on which it is made and is not intended to give assurances as to future results. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. We expressly disclaim any obligation or undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS PRESS RELEASE.