Eastman Chemical Company (the “Company” or “Eastman”)
(NYSE:EMN) today announced that it has commenced a cash tender
offer (the “Tender Offer”) to purchase up to an aggregate principal
amount of $250 million (the “Tender Cap”) of its outstanding 3.800%
Notes due 2025 (the “Notes”). A comprehensive description of the
terms of the Tender Offer is included in the Company’s Offer to
Purchase, dated July 29, 2024 (the “Offer to Purchase”).
The Tender Offer is being made upon, and is subject to, the
terms and conditions set forth in the Offer to Purchase. The
following table sets forth some of the terms of the Tender
Offer.
Title of Security
CUSIP / ISIN Number
Principal Amount
Outstanding
Tender Cap (Principal
Amount)
U.S. Reference Treasury
Security
Bloomberg Reference
Page(1)
Fixed Spread (basis
points)
Early Tender Premium(2) (per
$1,000)
3.800% notes due 2025
277432AR1 /
US277432AR19
$699,992,000
$250,000,000
1.750% UST due
03/15/2025
FIT3
22.5 bps
$30
(1)
The applicable page on Bloomberg from
which the Dealer Managers named below will quote the bid side price
of the Reference Security (as defined below). In the above table,
“UST” denotes a U.S. Treasury Security.
(2)
The Total Consideration (as defined below)
for Notes validly tendered at or prior to the Early Tender Deadline
(as defined below) and accepted for purchase will be calculated
using the applicable Fixed Spread and is inclusive of the Early
Tender Premium (as defined below).
Details of the Tender Offer:
The Tender Offer will expire at 5:00 p.m., New York City time,
on August 26, 2024, unless extended or earlier terminated by the
Company (the “Expiration Date”). Holders of the Notes must validly
tender their Notes at or prior to 5:00 p.m., New York City time, on
August 9, 2024, unless extended (such date and time, as they may be
extended, the “Early Tender Deadline”) in order to be eligible to
receive the Total Consideration (as defined below), which includes
the Early Tender Premium (as defined below). Any Notes tendered
pursuant to the Tender Offer may be validly withdrawn at any time
at or prior to 5:00 p.m., New York City time, on August 9, 2024
(such date and time, as they may be extended, the “Withdrawal
Deadline”), but may not be withdrawn thereafter except in certain
limited circumstances where additional withdrawal rights are
required by law or if the Withdrawal Deadline is extended by the
Company, in its sole discretion. No tenders will be valid if
submitted after the Expiration Date.
The consideration paid in the Tender Offer for the Notes that
are validly tendered and not validly withdrawn at or prior to the
Early Tender Deadline and accepted for purchase will be determined
in the manner described in the Offer to Purchase by reference to
the fixed spread for the Notes specified in the table above and on
the front cover of the Offer to Purchase plus the yield to maturity
(the “Reference Yield”) based on the bid side price of the U.S.
Treasury Reference Security specified in the table above and on the
front cover of the Offer to Purchase (the “Total Consideration”),
and includes an early tender premium of $30 per $1,000 principal
amount of the Notes accepted for purchase (the “Early Tender
Premium”). The term “bid side price” of the relevant Reference
Security on any day means the bid side price of the applicable
Reference Security as displayed on the Reference Page specified in
the table above and on the cover of the Offer to Purchase as of
10:00 a.m., New York City time, on that day (or, if the Dealer
Managers (as named below) determine that the relevant page on
Bloomberg is not operational or is displaying inaccurate
information at that time, the bid side price of the applicable
Reference Security will be determined at or around 10:00 a.m., New
York City time, on that day by such other means as the Dealer
Managers may consider to be appropriate under the circumstances).
The Reference Yield will be determined at 10:00 a.m., New York City
time, on August 12, 2024, unless extended by the Company (the
“Price Determination Date”). Holders of the Notes who validly
tender their Notes after the Early Tender Deadline but on or prior
to the Expiration Date and whose Notes are accepted for purchase
will receive the Total Consideration minus the Early Tender Premium
(the “Tender Offer Consideration”). Payments for Notes purchased
will include accrued and unpaid interest (rounded to the nearest
cent) on such Notes from the last interest payment date up to, but
not including, the Early Settlement Date (as defined below) or
Final Settlement Date (as defined below), as applicable.
The Company reserves the right, subject to compliance with
applicable law, to increase, decrease or eliminate the Tender Cap
without extending the Early Tender Deadline, the Withdrawal
Deadline or the Expiration Date, which could, in each case, result
in the Company purchasing a greater or lesser aggregate principal
amount of the Notes.
If the Tender Offer is not fully subscribed as of the Early
Tender Deadline, subject to the Tender Cap, the Notes validly
tendered and not validly withdrawn on or prior to the Early Tender
Deadline will be accepted for purchase in priority to the Notes
validly tendered following the Early Tender Deadline, subject to
the satisfaction or waiver of all conditions of the Tender Offer.
If the Tender Offer is fully subscribed as of the Early Tender
Deadline, holders who validly tender their Notes after such Early
Tender Deadline will not have any of their Notes accepted for
payment. The Notes may be subject to proration if the aggregate
principal amount validly tendered and not validly withdrawn is
greater than the Tender Cap.
Payment for the Notes that are validly tendered prior to or at
the Early Tender Deadline and that are accepted for purchase will
be made promptly after the Early Tender Deadline (the “Early
Settlement Date”). The Company anticipates that the Early
Settlement Date will be August 14, 2024, the third business day
following the Early Tender Deadline, unless extended by the Company
and assuming all conditions of the Tender Offer have been satisfied
or waived by the Company. Payment for the Notes that are validly
tendered after the Early Tender Deadline but on or prior to the
Expiration Date and that are accepted for purchase will be made
promptly after the Expiration Date (the “Final Settlement Date”).
The Company anticipates that the Final Settlement Date, if any,
will be August 28, 2024.
The Tender Offer is not conditioned upon the tender of any
minimum principal amount of the Notes. The Company’s obligation to
accept for purchase, and to pay for, the Notes validly tendered and
not validly withdrawn pursuant to the Tender Offer is subject to
and conditioned upon the satisfaction or waiver of a number of
conditions described in the Offer to Purchase, including, among
others, the Company completing an offering and sale of new debt
securities on terms acceptable to the Company with proceeds
sufficient to fund the Tender Offer.
The Company reserves the right, subject to applicable law, in
its sole discretion, to (i) waive any and all conditions of the
Tender Offer at any time and from time to time, (ii) extend or
terminate the Tender Offer, (iii) increase, decrease or eliminate
the Tender Cap without extending the Early Tender Deadline,
Withdrawal Deadline or Expiration Date, or (iv) otherwise amend the
Tender Offer in any respect.
The Notes that are validly tendered and accepted for purchase in
the Tender Offer will be purchased by the Company and retired and
canceled and will no longer remain outstanding obligations of the
Company.
If a holder of the Notes does not tender its Notes or if a
holder of the Notes tenders Notes that are not accepted for
purchase, they will remain outstanding. If the Company consummates
the Tender Offer, any existing trading market for any outstanding
Notes may become more limited. For a discussion of this and other
risks, see “Risk Factors” in the Offer to Purchase.
The Company has retained D.F. King & Co., Inc. as the tender
agent and information agent (the “Tender and Information Agent”)
for the Tender Offer. The Company has retained Barclays Capital
Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC
as dealer managers (the “Dealer Managers”) for the Tender
Offer.
For additional information regarding the terms of the Tender
Offer, please contact: Barclays Capital Inc. at (800) 438-3242
(toll-free) or (212) 528-7581 (collect); J.P. Morgan Securities LLC
at (866) 834-4666 (toll-free) or (212) 834-3554 (collect); or
Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212)
761-1057 (collect). Requests for documents and questions regarding
the tendering of Notes may be directed to the Tender and
Information Agent at (800) 967-4614 (toll-free), (212) 269-5550
(toll) or email at EMN@dfking.com.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE TENDER OFFER IS
BEING MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE, WHICH SETS
FORTH THE COMPLETE TERMS OF THE TENDER OFFER THAT HOLDERS OF THE
NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE OFFER TO PURCHASE AND THIS PRESS RELEASE DO NOT CONSTITUTE
AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL NOTES IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
IN ANY JURISDICTION WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS
REQUIRE THE TENDER OFFER TO BE MADE BY A LICENSED BROKER OR DEALER,
THE TENDER OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF THE
COMPANY BY THE DEALER MANAGERS OR ONE OR MORE REGISTERED BROKERS OR
DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
NONE OF THE COMPANY, THE DEALER MANAGERS, THE TENDER AND
INFORMATION AGENT, OR THE TRUSTEE, NOR ANY OF THEIR RESPECTIVE
AFFILIATES, IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS
SHOULD TENDER NOTES IN RESPONSE TO THE TENDER OFFER. EACH HOLDER
MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER
NOTES AND, IF SO, AS TO WHAT AGGREGATE PRINCIPAL AMOUNT OF NOTES TO
TENDER. HOLDERS SHOULD CONSULT THEIR OWN TAX, ACCOUNTING, FINANCIAL
AND LEGAL ADVISORS AS THEY DEEM APPROPRIATE REGARDING THE
SUITABILITY OF THE TAX, ACCOUNTING, FINANCIAL AND LEGAL
CONSEQUENCES OF PARTICIPATING OR DECLINING TO PARTICIPATE IN THE
TENDER OFFER.
About Eastman Chemical Company
Founded in 1920, Eastman is a global specialty materials company
that produces a broad range of products found in items people use
every day. With the purpose of enhancing the quality of life in a
material way, Eastman works with customers to deliver innovative
products and solutions while maintaining a commitment to safety and
sustainability. The Company’s innovation-driven growth model takes
advantage of world-class technology platforms, deep customer
engagement, and differentiated application development to grow its
leading positions in attractive end markets such as transportation,
building and construction, and consumables. As a globally inclusive
and diverse company, Eastman employs approximately 14,000 people
around the world and serves customers in more than 100 countries.
The Company had 2023 revenue of approximately $9.2 billion and is
headquartered in Kingsport, Tennessee, USA.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act
(Section 27A of the Securities Act of 1933, as amended and Section
21E of the Exchange Act). Forward-looking statements address a
variety of subjects, including, for example, the terms and timing
for completion of the Tender Offer, including the acceptance for
purchase of any Notes validly tendered. Forward-looking statements
are all statements, other than statements of historical fact, that
may be made by the Company from time to time. In some cases, you
can identify forward-looking statements by terminology such as
“anticipates”, “believes”, “estimates”, “expects”, “intends”,
“may”, “plans”, “projects”, “forecasts”, “will”, “would”, “could”,
and similar expressions, or expressions of the negative of these
terms. The following important factors and uncertainties, among
others, could cause actual results to differ materially from those
described in these forward-looking statements: the risks and
uncertainties related to market conditions and satisfaction of
customary closing conditions related to the completion of the
Company’s offering and sale of new debt securities and the risks
and uncertainties described in the Offer to Purchase.
Forward-looking statements are based upon certain underlying
assumptions as of the date such statements were made. Such
assumptions are based upon internal estimates and other analyses of
current market conditions and trends, management expectations,
plans, and strategies, economic conditions, and other factors.
Forward-looking statements and the assumptions underlying them are
necessarily subject to risks and uncertainties inherent in
projecting future conditions and results. Actual results could
differ materially from expectations expressed in the
forward-looking statements if one or more of the underlying
assumptions and expectations proves to be inaccurate or is
unrealized. The most significant known factors, risks, and
uncertainties that could cause actual results to differ materially
from those in the forward-looking statements are identified and
discussed under “Management’s Discussion and Analysis of Financial
Conditions” and “Risk Factors” contained in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2023 and the
Company’s Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2024. Other factors, risks or uncertainties of which
management is not aware, or presently deems immaterial, could also
cause actual results to differ materially from those in the
forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240729835396/en/
Media: Tracy Kilgore Addington 423-224-0498 /
tracy@eastman.com
Investors: Greg Riddle 212-835-1620 /
griddle@eastman.com
Eastman Chemical (NYSE:EMN)
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