Eastman Chemical Company (the “Company” or “Eastman”) (NYSE:
EMN) today announced the consideration payable in connection with
the previously announced cash tender offer (the “Tender Offer”) to
purchase up to an aggregate principal amount of $250,000,000 (the
“Tender Cap”) of the Company’s outstanding 3.800% Notes due 2025
(the “Notes”), as described in the table below.
Title of Security
CUSIP / ISIN Number
Principal Amount
Outstanding
Tender Cap (Principal
Amount)
Proration Factor(1)
U.S. Reference Treasury
Security
Reference Yield
Fixed Spread
Early Tender Premium (per
$1,000)
Total Consideration (per
$1,000)
3.800% Notes due 2025
277432AR1 /
US277432AR19
$ 699,992,000
$ 250,000,000
90.28 %
1.750% UST due 03/15/2025
4.751%
22.5 bps
$ 30
$ 993.26
(1) Rounded to nearest hundredth of a
percentage point.
The Tender Offer was made on the terms and conditions described
in the Offer to Purchase, dated July 29, 2024 (the “Offer to
Purchase”).
The “Total Consideration” for each $1,000 principal amount of
Notes validly tendered and accepted for purchase pursuant to the
Tender Offer was 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 based on the bid side price of the U.S.
Treasury Reference Security at 10:00 a.m., New York City time,
today, and includes an early tender premium of $30 per $1,000
principal amount of the Notes accepted for purchase.
Only holders of Notes who validly tendered and did not validly
withdraw their Notes at or prior to 5:00 p.m., New York City time,
on August 9, 2024 (the “Early Tender Deadline”) are eligible to
receive the Total Consideration for the Notes accepted for
purchase. Holders of Notes purchased will also be paid accrued and
unpaid interest (rounded to the nearest cent) on such Notes validly
tendered and accepted for purchase from the most recent interest
payment date up to, but not including, the Early Settlement Date.
Withdrawal rights for the Notes expired at 5:00 p.m., New York City
time, on August 9, 2024.
On August 14, 2024, the Company expects to pay for the Notes
that were validly tendered at or prior to the Early Tender Deadline
and that are accepted for purchase (such date, the “Early
Settlement Date”).
The purchase of all of the Notes validly tendered and not
validly withdrawn in the Tender Offer would cause the Company to
purchase Notes with an aggregate principal amount in excess of the
Tender Cap. Accordingly, the Notes will be purchased on a pro rata
basis up to the Tender Cap in the manner described in the Offer to
Purchase by reference to the “Proration Factor” specified in the
table above. Since the Tender Offer was fully subscribed as of the
Early Tender Deadline, the Company will not accept for purchase any
Notes validly tendered after the Early Tender Deadline.
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 and the expected settlement
of payment for Notes validly tendered and accepted for purchase in
the Tender Offer. 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
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 “Risk Factors” contained in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2023. 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/20240812582396/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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