NOVA Chemicals Corporation announced that it has closed its private placement of $500 million aggregate principal amount of 5.25% Senior Notes due 2023.
The Company also announced that, as of 5:00 P.M., New York City Time, on July 29, 2013 (the “Consent Payment Deadline”), the Company received valid tenders and consents from holders of $278,698,000 in aggregate principal amount of its 8.375% Senior Notes due 2016 (CUSIP No. 66977W AK5) (the “Notes”) as part of its previously announced tender offer and consent solicitation for the Notes. This represents 79.63% of the outstanding aggregate principal amount of Notes.
The Company expects to accept for purchase all Notes validly tendered and not withdrawn prior to the Consent Payment Deadline (and all related consents) on July 30, 2013 (the “Initial Payment Date”). Holders of such Notes accepted for purchase will receive the total consideration of $1,061.60 per $1,000 principal amount of Notes, plus accrued and unpaid interest, which amount includes the consent payment of $30.00 per $1,000 principal amount of Notes.
The consents received from holders exceed the amount needed to adopt the proposed amendments to the indenture governing the Notes (the “Indenture”). Accordingly, the Company has executed a supplemental indenture (the “Supplemental Indenture”) that will, among other modifications, eliminate substantially all of the restrictive covenants and the reporting covenant of the Indenture with respect to the Notes (but not any other series of notes issued under the Indenture).
In addition, the Supplemental Indenture will provide for a shorter notice period to holders whose Notes are to be redeemed (not less than 3 days before a redemption date instead of not less than 30 days as currently required under the Indenture). The Supplemental Indenture will become effective on the Initial Payment Date.
The tender offer remains open and is scheduled to expire at 11:59 P.M., New York City Time, on August 12, 2013, unless extended or earlier terminated (the “Expiration Date”). Holders who validly tender their Notes and deliver their consents after the Consent Payment Deadline but by the Expiration Date will receive the offer consideration of $1,031.60 per $1,000 principal amount of Notes, plus accrued and unpaid interest, if such Notes are accepted for purchase, but will not receive the consent payment of $30.00 per $1,000 principal amount of Notes.
Withdrawal rights for the tender offer and consent solicitation expired at 5:00 P.M., New York City Time, on July 29, 2013. Accordingly, holders may not withdraw Notes or revoke consents (whether previously or hereafter tendered and delivered) except in the limited circumstances as contemplated in the Company’s Offer to Purchase and Consent Solicitation Statement dated July 16, 2013 (the “Offer to Purchase”) or as required by law.
