Eastman Chemical Company Announces Cash Tender Offer to Purchase Up to an Aggregate Principal Amount of $250 Million of its Outstanding 3.800% Notes due 2025
Eastman Chemical Company (NYSE:EMN) has launched a cash tender offer to purchase up to $250 million of its outstanding 3.800% Notes due 2025. The offer expires on August 26, 2024, with an early tender deadline of August 9, 2024. Holders tendering by the early deadline are eligible for a $30 per $1,000 principal amount premium. The total consideration will be determined based on a fixed spread plus the yield of a reference U.S. Treasury Security. The offer is subject to various conditions, including the completion of a new debt offering. Barclays Capital, J.P. Morgan Securities, and Morgan Stanley are acting as dealer managers for the tender offer.
Eastman Chemical Company (NYSE:EMN) ha lanciato un'offerta pubblica di acquisto in contante per acquisire fino a 250 milioni di dollari dei suoi 3.800% Notes in scadenza nel 2025. L'offerta scade il 26 agosto 2024, con una scadenza anticipata per la presentazione delle offerte il 9 agosto 2024. I detentori che presenteranno le loro offerte entro la scadenza anticipata avranno diritto a un premio di 30 dollari per ogni 1.000 dollari di capitale nominale. L'importo totale sarà determinato in base a uno spread fisso più il rendimento di un titolo del Tesoro statunitense di riferimento. L'offerta è soggetta a varie condizioni, inclusa la conclusione di una nuova offerta di debito. Barclays Capital, J.P. Morgan Securities e Morgan Stanley fungono da gestori dell'offerta.
Eastman Chemical Company (NYSE:EMN) ha lanzado una oferta pública de adquisición en efectivo para comprar hasta 250 millones de dólares de sus Notas al 3.800% con vencimiento en 2025. La oferta expira el 26 de agosto de 2024, con un plazo anticipado de presentación el 9 de agosto de 2024. Los tenedores que presenten su oferta antes de la fecha límite anticipada son elegibles para un premium de 30 dólares por cada 1.000 dólares de capital. La contraprestación total se determinará en función de un diferencial fijo más el rendimiento de un título del Tesoro de EE.UU. de referencia. La oferta está sujeta a varias condiciones, incluida la finalización de una nueva emisión de deuda. Barclays Capital, J.P. Morgan Securities y Morgan Stanley actúan como gerentes de la oferta.
이스트맨 화학 회사 (NYSE:EMN)는 2억 5천만 달러의 2025년 만기 3.800% 채권을 매입하기 위한 현금 공모를 시작했습니다. 이 제안은 2024년 8월 26일에 만료되며, 조기 제출 마감일은 2024년 8월 9일입니다. 조기 제출 마감일까지 제출한 보유자는 1,000달러당 30달러의 수수료를 받을 수 있습니다. 총 보상은 고정 스프레드와 참조 미국 국채의 수익률을 기준으로 결정됩니다. 이 제안은 새로운 부채 발행 완료를 포함한 여러 조건에 따릅니다. 바클레이스 캐피탈, J.P. 모건 증권 및 모건 스탠리가 공모 주관사로 활동하고 있습니다.
La Eastman Chemical Company (NYSE:EMN) a lancé une offre publique d'achat en espèces pour acquérir jusqu'à 250 millions de dollars de ses obligations à 3,800% arrivant à échéance en 2025. L'offre expire le 26 août 2024, avec une date limite de soumission anticipée le 9 août 2024. Les détenteurs qui soumettent leur offre avant la date limite anticipée ont droit à un prime de 30 dollars pour chaque 1.000 dollars de capital nominal. La contrepartie totale sera déterminée en fonction d'un écart fixe plus le rendement d'un titre du Trésor américain de référence. L'offre est soumise à diverses conditions, y compris l'achèvement d'une nouvelle émission de dette. Barclays Capital, J.P. Morgan Securities et Morgan Stanley agissent en tant que gestionnaires de l'offre.
Die Eastman Chemical Company (NYSE:EMN) hat ein Barangebot zum Kauf von bis zu 250 Millionen Dollar ihrer ausstehenden 3,800% Anleihen mit Fälligkeit 2025 gestartet. Das Angebot läuft am 26. August 2024 aus, mit einer frühen Annahmefrist am 9. August 2024. Inhaber, die bis zur frühen Frist annehmen, erhalten einen Bonus von 30 Dollar pro 1.000 Dollar Nennbetrag. Der Gesamtbetrag wird auf Basis einer festen Spread und der Rendite einer Referenz-US-Staatsanleihe bestimmt. Das Angebot unterliegt verschiedenen Bedingungen, darunter dem Abschluss einer neuen Anleiheemission. Barclays Capital, J.P. Morgan Securities und Morgan Stanley fungieren als Händlermanager für das Angebot.
- Potential reduction of outstanding debt, which could improve the company's balance sheet
- Early tender premium of $30 per $1,000 principal amount offers incentive for noteholders
- Tender offer may help manage the company's debt maturity profile
- The tender offer is contingent on completing a new debt offering, potentially increasing overall debt levels
- May result in a more trading market for any remaining outstanding notes
Insights
Eastman Chemical Company's tender offer for up to
- Debt Restructuring: By offering to repurchase these notes, Eastman is likely aiming to reduce its overall interest expenses. The company may be planning to refinance this debt at a lower interest rate, given the current market conditions.
- Balance Sheet Management: This move could improve Eastman's debt maturity profile, potentially reducing near-term refinancing risks. It's a proactive approach to managing future liabilities.
- Financial Flexibility: By reducing the outstanding amount of these notes, Eastman may be creating more financial flexibility for future capital allocation decisions or strategic initiatives.
The tender offer's structure, including the Early Tender Premium of
Investors should note that this tender offer is contingent on Eastman completing a new debt offering. This suggests a broader refinancing strategy, potentially taking advantage of more favorable interest rates or terms. The market's response to both the tender offer and the new debt issuance will be important indicators of investor confidence in Eastman's financial strategy.
Overall, this move appears to be a prudent financial management decision, potentially leading to lower interest expenses and improved debt structure. However, the success of this strategy will depend on market conditions and investor participation in both the tender offer and the new debt issuance.
Eastman Chemical's tender offer provides valuable insights into the current state of the corporate bond market and the company's strategic positioning:
- Market Sentiment: The willingness to repurchase up to
$250 million of notes suggests Eastman sees an opportunity in the current market environment. This could indicate a belief that interest rates may rise in the future, making it advantageous to refinance now. - Industry Trends: This move aligns with a broader trend in the chemical industry of companies optimizing their capital structures. As the sector faces challenges from economic uncertainties and raw material price fluctuations, maintaining financial flexibility is crucial.
- Investor Appetite: The success of this tender offer will be a barometer for investor sentiment towards Eastman and the chemical sector. High participation could signal confidence in the company's financial health and strategy.
The tender offer's structure, particularly the Early Tender Premium, is designed to encourage rapid participation. This urgency suggests Eastman is keen to complete this transaction quickly, possibly to take advantage of current market conditions or to prepare for upcoming strategic initiatives.
Interestingly, the tender cap of
For investors, this tender offer presents an opportunity to reassess their holdings in Eastman and the broader chemical sector. The company's proactive approach to debt management could be seen as a positive sign, potentially influencing investor perception and, by extension, the stock price.
The Tender Offer is being made upon, and is subject to, the terms and conditions set forth in the Offer to
Title of Security |
CUSIP / ISIN
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Principal
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Tender Cap
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Bloomberg
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Fixed Spread
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Early Tender
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277432AR1 / US277432AR19 |
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03/15/2025 |
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FIT3 |
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22.5 bps |
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(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 |
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(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.,
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
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
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
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
THE OFFER TO
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
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
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
Source: Eastman Chemical Company
FAQ
What is the maximum amount Eastman Chemical (EMN) is offering to purchase in its tender offer?
When does the tender offer for Eastman Chemical's (EMN) 3.800% Notes expire?
What is the early tender premium for Eastman Chemical's (EMN) tender offer?
How will the total consideration for Eastman Chemical's (EMN) tender offer be determined?
